Common use of Pro Rata Treatment and Payments Clause in Contracts

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each borrowing by any Borrower from the Lenders hereunder and any reduction of the Commitments under any Facility shall be made pro rata according to the respective Commitment Percentages, as applicable, of the Lenders under such Facility. Other than as expressly set forth herein, each payment (including each prepayment) by any Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, 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 applicable Lenders at the Administrative Agent’s office specified in Section 11.2 in United States Dollars in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (c) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans on demand from the Borrowers (without duplication of the interest otherwise applicable thereto). (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each borrowing by any Borrower from the Lenders hereunder and any Each reduction of the Revolving Credit Commitments under any Facility of the Revolving Lenders shall be made pro rata according to the amounts of such Revolving Lenders’ Commitment Percentages. Each payment (including each prepayment) by Borrower on account of principal of and interest on Loans which are ABR Loans shall be made pro rata according to the respective Commitment Percentages, as applicable, outstanding principal amounts of such ABR Loans then held by the Lenders of the Lenders under such Facilityapplicable Class. Other than as expressly set forth herein, each Each payment (including each prepayment) by any Borrower on account of principal of and interest on Loans which are Eurodollar Loans designated by Borrower 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 of the applicable Class. Each payment (including each prepayment) by Borrower on account of principal of and fees interest on the Swingline Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Swingline Loans and Reimbursement Obligations under such Facilityor participating interests therein, respectivelyas the case may be, then held by the relevant Lenders. (b) All . Except as otherwise expressly provided herein, all payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (12:00 noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the Lenders of the applicable Lenders Class, at the Administrative Agent’s New York office specified in Section 11.2 9.01 in United States Dollars the currency in which the applicable obligation is denominated and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate 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 obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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. (cb) Unless Subject to Section 2.12, unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing Borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing Borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 2.13(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing Borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Revolving Loans hereunder, on demand demand, from the Borrowers (Borrower, but without duplication of the interest otherwise applicable thereto)prejudice to any right or claim that Borrower may have against such Lender. (dc) Subject If at any time insufficient funds are received by and available to Section 4.18the Administrative Agent to pay fully all amounts of principal, the application of any unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of Loans (including optional interest and mandatory prepayments)fees then due hereunder, along ratably among the parties entitled thereto in accordance with the application amounts of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Documentinterest and fees then due to such parties, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, and (ii) second, to Eurodollar Loans. Each towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the Eurodollar Loans shall be accompanied by accrued interest parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to the date of such payment on the amount paidparties.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each borrowing by any Borrower from the Lenders hereunder and any reduction of the Commitments under any Facility shall be made pro rata according to the respective Revolving Facility Commitment Percentages, as applicable, of the Lenders under such Facility. Other than as expressly set forth herein, each payment (including each prepayment) by any Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, 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 applicable Lenders at the Administrative Agent’s office specified in Section 11.2 in United States Dollars in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (c) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans on demand from the Borrowers (without duplication of the interest otherwise applicable thereto). (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Revolving Facility Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any Borrower the Borrowers from the Lenders hereunder, each payment by the Borrowers on account of any commitment fee hereunder and any reduction of the Commitments under any Facility of the Lenders shall be made pro rata according to the respective Commitment Percentages, as applicable, Percentages of the Lenders under such FacilityLenders. Other than as expressly set forth herein, each Each payment (including each prepayment) by any Borrower the Borrowers on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified in Section 11.2 subsection 11.2, in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (cb) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 subsection shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Loans hereunder, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)Borrowers. (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder and any reduction of the Commitments under any Facility shall be made pro rata according to the respective Commitment Percentages, as applicable, Commitments of the Lenders. Any reduction of the Commitments of the Lenders under such Facility. Other than as expressly set forth herein, each payment (including each prepayment) by any Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective Commitments of the Lenders. Each payment by the Borrower on account of any commitment fee with respect to any period shall be made pro rata according to the respective average daily Available Commitments of the Lenders for such period; provided, that the Borrower shall not be obligated to pay any commitment fee owed to a Lender with respect to any period during which such Lender became a Defaulting Lender and such Defaulting Lender’s Available Commitment shall not be included in the calculation of the commitment fees owed to the Lenders that are not Defaulting Lenders during such period, unless in either case such Lender remains a Performing Lender during such period. (b) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the then Dollar Equivalent of the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (bc) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified in Section 11.2 in United States Dollars Funding Office, in immediately available funds. Payments and prepayments of principal of and interest on Loans denominated in the Optional Currency shall be made in the Optional Currency; payments and prepayments of all other amounts hereunder shall be made in the Base Currency. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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. (cd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the Borrowing Time on a borrowing Borrowing Date that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing on such date available to the Administrative Agent, the Administrative Agent may assume that such Lender is making has made such amount available to the Administrative AgentAgent on such Borrowing Date, and the Administrative Agent may, but shall not be so required to, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on such Borrowing Date, and if the Borrowing Date thereforAdministrative Agent makes such corresponding amount available to the Borrower, then such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon thereon, at a rate equal to the daily average greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 paragraph shall be conclusive in the absence of manifest error. If the Administrative Agent makes such Lender’s Commitment Percentage share of such borrowing available to the Borrower, and if such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans ABR Loans, on demand demand, from the Borrowers (without duplication Borrower. The failure of any Lender to make any Loan on any Borrowing Date shall not relieve any other Lender of its obligation hereunder to make a Loan on such Borrowing Date pursuant to the interest otherwise applicable thereto)provisions contained herein, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on any Borrowing Date. (de) Subject to Section 4.18, Unless the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies Administrative Agent shall have been notified in writing by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three (3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount paidwith interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each borrowing by any Borrower from the Lenders hereunder and any Each reduction of the Revolving Credit Commitments under any Facility of the Revolving Lenders shall be made pro rata according to the amounts of such Revolving Lenders' Commitment Percentages. Each payment (including each prepayment) by the Borrower on account of principal of and interest on Loans which are ABR Loans shall be made pro rata according to the respective Commitment Percentages, as applicable, outstanding principal amounts of such ABR Loans then held by the Lenders of the Lenders under such Facilityapplicable Class. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the Borrower on account of principal of and interest on Loans which are Eurodollar Loans designated by the Borrower 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 of the applicable Class. Each payment (including each prepayment) by the Borrower on account of principal of and fees interest on the Swingline Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Swingline Loans and Reimbursement Obligations under such Facilityor participating interests therein, respectivelyas the case may be, then held by the relevant Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (10:00 a.m., New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the Lenders of the applicable Lenders Class, at the Administrative Agent’s 's New York office specified in Section 11.2 10.01 in United States Dollars the currency in which the applicable obligation is denominated and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate 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 obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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. (cb) Unless Subject to Section 2.12, unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing Borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing Borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 2.13(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage 's share of such borrowing Borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Revolving Loans hereunder, on demand demand, from the Borrowers (Borrower, but without duplication of prejudice to any right or claim that the interest otherwise applicable thereto)Borrower may have against such Lender. (dc) Subject If at any time insufficient funds are received by and available to Section 4.18the Administrative Agent to pay fully all amounts of principal, the application of any unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of Loans (including optional interest and mandatory prepayments)fees then due hereunder, along ratably among the parties entitled thereto in accordance with the application amounts of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Documentinterest and fees then due to such parties, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, and (ii) second, to Eurodollar Loans. Each towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the Eurodollar Loans shall be accompanied by accrued interest parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to the date of such payment on the amount paidparties.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder hereunder, each payment by the Borrower on account of any facility fee or utilization fee and any reduction of the Commitments under any Facility of the Lenders shall be made pro rata according to the respective Commitment Percentages, as applicable, Loan Percentages of the Lenders under such Facility. Other than as expressly set forth herein, each Lenders. (b) Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (bc) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers hereunderBorrower, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders relevant Lenders, at the Administrative Agent’s office specified in Section 11.2 in United States Dollars its Funding Office, in immediately available funds. Except as otherwise specified in this Agreement, amounts owing hereunder on account of principal and interest on Loans shall be paid in the currency in which such Loan was borrowed, and amounts owing hereunder on account of fees shall be paid in Dollars. The Administrative Agent shall distribute such payments to the appropriate relevant Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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. (cd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, (i) in the case of amounts denominated in Dollars, such amount with interest thereon at a rate equal to the daily average greater of (x) the Federal Funds Effective Rate and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent or (ii) in the case of amounts denominated in Foreign Currencies, such amount with interest thereon at a rate determined by the Administrative Agent to be the cost to it of funding such amount until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage 's share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover (i) in the case of amounts denominated in Dollars, such amount with interest thereon at the rate per annum applicable to Base Rate Loans ABR Loans, on demand demand, from the Borrowers Borrower or (without duplication ii) in the case of amounts denominated in Foreign Currencies, such amount with interest thereon at a rate determined by the Administrative Agent to be the sum of (x) the cost to it of funding such amount plus (y) the Eurocurrency Applicable Margin, on demand, from the Borrower. The failure or refusal of any Lender to make available to the Administrative Agent such Lender's share of such borrowing shall not relieve any other Lender from its several obligation hereunder to make available to the Administrative Agent the amount of such other Lender's share of such borrowing. Nothing herein shall be deemed to limit the rights of the interest otherwise applicable thereto)Borrower against any Lender that has failed or refused to make available such Lender's share of any borrowing. (de) Subject to Section 4.18, Unless the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies Administrative Agent shall have been notified in writing by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each relevant Lender to which any amount which was made available pursuant to the preceding sentence, (i) in the case of amounts denominated in Dollars, such amount paidwith interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate and (ii) in the case of amounts denominated in Foreign Currencies, such amount with interest thereon at a rate per annum determined by the Administrative Agent to be the cost to it of funding such amount. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower with respect to such payment.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each borrowing by any Borrower from the Lenders hereunder and any Each reduction of the Revolving Credit Commitments under any Facility of the Revolving Lenders shall be made pro rata according to the amounts of such Revolving Lenders’ Commitment Percentages. Each payment (including each prepayment) by the applicable Borrower on account of principal of and interest on Loans which are ABR Loans shall be made pro rata according to the respective Commitment Percentages, as applicable, outstanding principal amounts of such ABR Loans then held by the Lenders of the Lenders under such Facilityapplicable Class. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the applicable Borrower on account of principal of and interest on Loans which are Eurodollar Loans designated by such Borrower 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 of the applicable Class. Each payment (including each prepayment) by the applicable Borrower on account of principal of and fees interest on the Swingline Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Swingline Loans and Reimbursement Obligations under such Facilityor participating interests therein, respectivelyas the case may be, then held by the relevant Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers applicable Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (11:00 a.m., New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the Lenders of the applicable Lenders Class, at the Administrative Agent’s New York office specified in Section 11.2 9.01 in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate 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 obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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. (cb) Unless Subject to Section 2.12, unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing Borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing Borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers applicable Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 2.13(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing Borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Revolving Loans hereunder, on demand demand, from the Borrowers (applicable Borrower, but without duplication of the interest otherwise applicable thereto)prejudice to any right or claim that Borrower may have against such Lender. (dc) Subject If at any time insufficient funds are received by and available to Section 4.18the Administrative Agent from Borrower or the Additional Borrower, as applicable, to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder from Borrower or the application of any Additional Borrower, as applicable, such funds shall be applied (i) first, towards payment of Loans (including optional interest and mandatory prepayments)fees then due hereunder from Borrower or the Additional Borrower, along as applicable, ratably among the parties entitled thereto in accordance with the application amounts of any proceeds obtained upon interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the exercise parties entitled thereto in accordance with the amounts of remedies by principal and unreimbursed LC Disbursements then due from Borrower or the Agents for the Lenders hereunder or under any Loan DocumentAdditional Borrower, shall be made to each Lender based upon its Commitment Percentage, firstas applicable, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paidparties.

Pro Rata Treatment and Payments. (a) Other Each borrowing, other than as expressly set forth hereinborrowings of Swing Line Loans, each borrowing by any the Borrower from the Lenders hereunder hereunder, each payment by the Borrower on account of any facility fee or Letter of Credit fee, and any reduction of the Revolving Credit Commitments under any Facility of the Lenders, shall be made pro rata according to the respective Commitment Percentages, as applicable, Revolving Credit Percentages of the Lenders under such Facility. Other than as expressly set forth herein, each Lenders. (b) Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Revolving Credit Loans and Reimbursement Obligations under any Facility of the Borrower shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans and Reimbursement Obligations under such Facility, respectively, of the Borrower then held by the Lenders. Each payment in respect of Reimbursement Obligations in respect of any Letter of Credit shall be made to the relevant Issuing Lender. (bc) The application of any payment of Loans shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid. (d) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off condition or counterclaim deduction for any counterclaim, defense, recoupment or setoff and shall be made prior to 1:00 p.m. (New York City time) 12:00 Noon on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders relevant Lenders, at the Administrative Agent’s office specified Office, in Section 11.2 in United States Dollars and in immediately available funds. Any payment made by the Borrower after 12:00 Noon on any Business Day shall be deemed to have been made on the next following Business Day. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (ce) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the time any payment is required to be made by it to the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing hereunder, that the Borrower or such Lender Lender, as the case may be, will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agentpayment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender is making in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If such Lender pays such amount to the Administrative Agent, and then such amount shall constitute such Lender’s Revolving Credit Percentage of the Loan included in the applicable borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent maymay make a demand therefor upon the Borrower, in reliance upon such assumption, make available to and the Borrowers a corresponding amount. If Borrower shall pay such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Revolving Credit Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A certificate notice of the Administrative Agent submitted to any Lender or the Borrower with respect to any amounts amount owing under this Section 4.9 subsection (e) shall be conclusive in the absence of conclusive, absent manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans on demand from the Borrowers (without duplication of the interest otherwise applicable thereto). (df) Subject to Section 4.18, the application The obligations of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments under Section 10.6 are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 10.6 on any Loan Documentdate required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be made responsible for the failure of any other Lender to each Lender based upon so make its Commitment Percentage, firstLoan, to Base Rate Loans and, second, to Eurodollar Loans. Each purchase its participation or make its payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paidunder Section 10.6.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder hereunder, each payment by the Borrower on account of any commitment fee or Letter of Credit fee, and any reduction of the Revolving Credit Commitments under any Facility of the Lenders, shall be made pro rata according to the respective Commitment Percentages, as applicable, Revolving Credit Percentages of the Lenders under such Facility. Other than as expressly set forth herein, each Lenders. (b) Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. Each payment in respect of Reimbursement Obligations in respect of any Letter of Credit shall be made to the Issuing Lender that issued such Letter of Credit for the account of the Lenders, if any, which participated in such Letter of Credit pursuant to Section 3.4(a). (bc) The application of any payment of Loans (including optional and mandatory prepayments) shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Loans (except in the case of Base Rate Loans) shall be accompanied by accrued interest to the date of such payment on the amount paid. (d) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders relevant Lenders, at the Administrative Agent’s office specified Payment Office, in Section 11.2 in United States Dollars and in immediately available funds. Any payment made by the Borrower after 12:00 Noon, New York City time, on any Business Day shall be deemed to have been on the next following Business Day. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (ce) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage 's share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans Loans, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)Borrower. (df) Subject to Section 4.18, Unless the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies Administrative Agent shall have been notified in writing by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount paidwith interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower or the rights of the Borrower against any Lender.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each borrowing by any Borrower from the Lenders hereunder and any reduction of the Commitments under any Facility shall be made pro rata according to the respective Commitment Percentages, as applicable, of the Lenders under such Facility. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the applicable Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of the such ABR Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments . Each payment (including prepaymentseach prepayment) to be made by the Borrowers hereunder applicable Borrower on account of principal of and interest on Loans (other than Base Rate which are Eurodollar Loans on any day other than designated by such Borrower to be applied to a particular Eurodollar Borrowing shall be made pro rata according to the Maturity Date respective outstanding principal amounts of such Loans) shall be accompanied Loans then held by a payment in an amount equal to all accrued and unpaid interest on such Loansthe Lenders. All payments (including prepayments) to be made by the Borrowers applicable Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (11:00 a.m., New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s New York office specified in Section 11.2 9.01 in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate 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 obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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. (cb) Unless Subject to Section 2.12, unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing Borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing Borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers applicable Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 2.13(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing Borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Loans hereunder, on demand demand, from the Borrowers (applicable Borrower, but without duplication of the interest otherwise applicable thereto)prejudice to any right or claim that Borrower may have against such Lender. (dc) Subject If at any time insufficient funds are received by and available to Section 4.18the Administrative Agent from Borrower or the Additional Borrower, as applicable, to pay fully all amounts of principal, interest and fees then due hereunder from Borrower or the application of any Additional Borrower, as applicable, such funds shall be applied (i) first, towards payment of Loans (including optional interest and mandatory prepayments)fees then due hereunder from Borrower or the Additional Borrower, along as applicable, ratably among the parties entitled thereto in accordance with the application amounts of any proceeds obtained upon interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the exercise parties entitled thereto in accordance with the amounts of remedies by principal then due from Borrower or the Agents for the Lenders hereunder or under any Loan DocumentAdditional Borrower, shall be made to each Lender based upon its Commitment Percentage, firstas applicable, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paidparties.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any Borrower from the Lenders hereunder and any reduction of the Commitments under any Facility U.S. R/C Loans shall be made pro rata according to the respective Commitment Percentages, as applicable, then existing U.S. Commitments of the Lenders under such FacilityUS$ Banks. Other than as expressly set forth herein, each 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 reduction 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 any a Facility Borrower on account of principal of and interest on (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 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 fees interest on the Eurodollar Loans and Reimbursement Obligations under any Facility designated by CFC to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of the such Eurodollar Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such LoansUS$ Banks. All payments (including prepayments) to be made by the Borrowers hereunder, whether relevant Facility Borrower hereunder on account of principal, interest, fees or otherwise, and other amounts 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 relevant Agent for the account of the applicable Lenders relevant Banks at the Administrative Agent’s office specified of the relevant Agent referred to in Section 11.2 12.2 in United States Dollars or C$, as applicable, in immediately available funds. The Administrative relevant Agent shall promptly distribute such payments to the appropriate Lenders promptly upon receipt each 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 obligation the maturity thereof shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Business Day. 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. (cb) Unless the Administrative relevant Agent shall have been notified in writing by any Lender received notice from the relevant Facility Borrower prior to a borrowing the date on which any payment is due to the relevant Banks hereunder that such Lender Facility Borrower will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agentpayment in full, the Administrative such Agent may assume that such Lender is making Facility Borrower has made such amount available payment in full to the Administrative Agentsuch Agent on such date, and the Administrative such Agent may, in reliance upon such assumption, make available cause to be distributed to each such Bank on such due date an amount equal to the Borrowers a corresponding amountamount then due to such Bank. If such amount is not made available and to the Administrative extent such Facility Borrower shall not have so made such payment in full to such Agent, each such Bank shall repay to such Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon thereon, for each day from and including the date such amount is distributed to such Bank to but excluding the date such Bank repays such amount to such Agent at a rate equal to the daily average Effective Federal Funds Effective Rate (in the case of U.S. R/C Loans) or the then effective Bank Rate (in the case of C$ Loans) for the period until each such Lender makes such amount immediately available to the Administrative Agentday. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under Nothing contained in this Section 4.9 4.8(b) shall be conclusive relieve either Facility Borrower from its obligations to make payments on all amounts due hereunder in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans on demand from the Borrowers (without duplication of the interest otherwise applicable thereto). (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along accordance with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paidterms hereof.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each The borrowing by any the Borrower from the Lenders hereunder and any reduction of Loans using the Commitments under any Facility shall be made pro rata according to the respective Commitment Percentages, as applicable, Applicable Percentages of the Lenders under such FacilityLenders. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. Lenders in the currency in which such Loan was made. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (bi) All payments first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (including prepaymentsii) to be made by the Borrowers hereunder on account second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of Loans (other than Base Rate Loans on any day other than the Maturity Date of principal then due to such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loansparties. All payments (including prepayments) to be made by the Borrowers hereunderBorrower hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified in Section 11.2 in United States Dollars 10.2 in immediately available funds. It is understood that, if any payment of principal is made on any day in accordance with the preceding sentence, no interest shall accrue on such day in respect of such principal. The Administrative Agent shall distribute such payments to the appropriate applicable Lenders promptly upon receipt 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 obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to any such payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (cb) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date thereforEffective Date, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 2.9(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing the Effective Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Loans hereunder, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)Borrower. (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

Pro Rata Treatment and Payments. (a) Other than Except as expressly set forth hereincontemplated by Section 2.7, (i) each borrowing by any Borrower from the Lenders hereunder and any reduction of the Commitments under any Facility and each payment in respect of Commitment Fees shall be made pro rata according to the respective Commitment Percentages, as applicable, Percentages of the Lenders under such Facility. Other than as expressly set forth herein, and (ii) each payment (including each prepayment) by any Borrower DW Animation on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts amount of the such Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments . Notwithstanding anything to the contrary in this Agreement, if an Event of Default shall have occurred and be continuing, each payment (including prepaymentseach prepayment) to be made by the Borrowers hereunder DW Animation on account of principal of and interest on Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied made pro rata according to the respective outstanding principal amount of all such Loans then held by a payment in an amount equal to all accrued and unpaid interest on such LoansLenders. All payments (including prepayments) to be made by the Borrowers DW Animation hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified in Section 11.2 10.2, in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate 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 obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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. (cb) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers DW Animation a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 2.15(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans ABR Loans, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)DW Animation. (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each borrowing by any Borrower from the Lenders hereunder and any reduction of the Commitments under any Facility shall be made pro rata according to the respective Commitment Percentages, as applicable, of the Lenders under such Facility. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the LendersLenders under each applicable Class. Amounts prepaid on account of the Loans may not be reborrowed. (b) All The borrowing by the Borrower of Loans on any Borrowing Date from the Lenders hereunder shall be made pro rata according to the Commitment Percentages of the Lenders under each applicable Class in effect on such Borrowing Date. Unless otherwise set forth herein, all payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders relevant Lenders, at the Administrative Agent’s office specified in Section subsection 11.2 in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate relevant 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 obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (c) Notwithstanding the foregoing, payments may be made on a non pro rata basis under this Agreement in order to give effect to subsection 2.6. (d) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 subsection 3.7 shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at equal to the rate per annum applicable to Base Rate ABR Loans hereunder, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)Borrower. (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments under any Facility of the Lenders shall be made pro rata according to the respective Commitment Term Loan Percentages or Revolving Credit Percentages, as applicablethe case may be, of the Lenders under such Facility. Other than as expressly set forth herein, each relevant Lenders. (b) Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Term Loans and Reimbursement Obligations under any Facility or Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans and Reimbursement Obligations under such Facilityor Revolving Credit Loans, respectivelyas the case may be, then held by the Lenders. Amounts prepaid on account of the Term Loans may not be reborrowed. (bc) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified Payment Office, in Section 11.2 in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (cd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such the borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date thereforborrowing date, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 2.13(d) shall be conclusive in the absence of manifest error. If the Administrative Agent makes the amount of such Lender’s Commitment Percentage 's share of such borrowing is not made available to the Borrower and such Lender fails to make such amount available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing the Closing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans Loans, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)Borrower. (de) Subject to Section 4.18, Unless the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies Administrative Agent shall have been notified in writing by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest Borrower prior to the date of any payment being made hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days of such required date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount paidwith interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each borrowing by any the Borrower from the Lenders hereunder and any reduction of the Commitments under any Facility shall be made pro rata according to the respective Commitment Percentages, as applicable, of the Lenders under such Facility. Other than as expressly set forth herein, each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments (including prepayments) to be made by the Borrowers Borrower hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, 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 applicable Lenders at the Administrative Agent’s office specified in Section 11.2 in United States Dollars in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (c) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans on demand from the Borrowers Borrower (without duplication of the interest otherwise applicable thereto). (d) Subject to Sections 4.7(d) and (e) and Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder and hereunder, each payment by the Borrower on account of any reduction of the Commitments under any Facility of the Lenders shall be made pro rata according to the respective Commitment Percentages, as applicable, Commitments of the Lenders under such Facility. Other than applicable Class of the relevant Lenders. (b) Except as expressly set forth otherwise provided herein, each payment (including each prepayment) by any Borrower on account of principal of and interest and fees on the Term Loans and Reimbursement Obligations under any Facility shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans and Reimbursement Obligations under such Facility, respectively, then held by the Term Lenders. (bc) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (P.M., New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day at the Administrative Agent’s office specified in Section 11.2 in United States Dollars in immediately available fundssole discretion. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If Except as otherwise provided hereunder, 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 obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (cd) Unless the Administrative Agent shall have been notified in writing by any Lender the Borrower prior to a borrowing the date of any payment due to be made by the Borrower hereunder that such Lender the Borrower will not make the amount that would constitute its Commitment Percentage of such borrowing available payment to the Administrative Agent, the Administrative Agent may assume that such Lender the Borrower is making such amount available to the Administrative Agentpayment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Borrowers Lenders their respective pro rata shares of a corresponding amount. If such amount payment is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender Borrower within three (3) Business Days of after such Borrowing Datedue date, the Administrative Agent shall also be entitled to recover recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum applicable equal to Base Rate Loans on demand from the Borrowers (without duplication daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the interest otherwise applicable thereto)Administrative Agent or any Lender against the Borrower. (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any Borrower from the Lenders hereunder Kimco of Loans and any reduction of the Commitments under any Facility shall be made pro rata according to the respective Commitment Percentages, as applicable, Applicable Percentages of the Lenders under such FacilityLenders. Other than as expressly set forth herein, each Each payment (including each prepayment) by any Borrower Kimco on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. . If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (bi) All payments first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (including prepaymentsii) to be made by the Borrowers hereunder on account second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of Loans (other than Base Rate Loans on any day other than the Maturity Date of principal then due to such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loansparties. All payments (including prepayments) to be made by Kimco hereunder and under the Borrowers hereunderNotes, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) time on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified in Section 11.2 in United States Dollars 10.2 in immediately available funds. It is understood that, if any payment of principal is made on any day in accordance with the preceding sentence, no interest shall accrue on such day in respect of such principal. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If such amount is not made available to any Lender by the Administrative Agent on the same day received, the Administrative Agent shall pay to such Lender, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until the Administrative Agent makes such amount immediately available to such Lender. 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 obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to any such payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (c) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans on demand from the Borrowers (without duplication of the interest otherwise applicable thereto). (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments under any Facility of the Lenders shall be made pro rata according to the respective Commitment Applicable Percentages, as applicablethe case may be, of the Lenders under relevant Lenders, provided that payments with respect to Swingline Loans shall be for the account of the Swingline Lender unless a Lender has funded its participation in such Facility. Other than as expressly set forth hereinSwingline Loan, each in which case such payments shall be for the account of the funding Lender. (b) Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Revolving Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (bc) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff, deduction or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified Funding Office, in Section 11.2 in United States Dollars and in immediately available funds, except that payments pursuant to Sections 2.13, 2.14, 2.15 and 10.5 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute such payments to the appropriate Lenders each relevant Lender 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 obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (cd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon thereon, at a rate equal to the daily average greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans ABR Loans, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)Borrower. (de) Subject to Section 4.18, Unless the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies Administrative Agent shall have been notified in writing by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of such prepayment. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount paidwith interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

Pro Rata Treatment and Payments. (ai) Other than as expressly set forth herein, each Each borrowing of Revolving Credit Loans by any the Borrower from the Lenders hereunder shall be made, and any reduction of the Commitments under any Facility of the Lenders shall be made allocated by the Administrative Agent, pro rata according to the respective Commitment Percentages, as applicable, Percentages of the Lenders under such FacilityLenders. Other than as expressly set forth herein, each payment (including each prepayment) Each optional prepayment by any the Borrower on account of principal of and interest and fees on the Revolving Credit Loans and Reimbursement Obligations under any Facility shall be made allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loansthereof. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, 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 12:00 Noon, Toronto time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s 's office specified in Section 11.2 11.2, in United States Canadian Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. . (ii) 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 obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment Acceptances may only mature on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Business Day. 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. (cb) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing Borrowing Date that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate per annum equal to the Administrative Agent's reasonable estimate of its average daily average Federal Funds Effective Rate cost of funds (in the case of a borrowing of Revolving Credit Loans or Acceptances), in each case for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage 's share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent Borrower shall also be entitled to recover repay such amount Lender's share of such borrowing (together with interest thereon from the date such amount was made available to such Borrower at the rate per annum applicable to Base Prime Rate Loans on demand hereunder) to the Administrative Agent not later than three Business Days after receipt of written notice from the Borrowers (without duplication Administrative Agent specifying such Lender's share of such borrowing that was not made available to the Administrative Agent. Nothing contained in this subsection 4.8(b) shall prejudice any claims otherwise available to the Borrower against any Lender as a result of such Lender's failure to make its share of any borrowing available to the Administrative Agent for the account of the interest otherwise applicable thereto)Borrower. (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each borrowing by any Borrower from the Lenders hereunder and any reduction of the Commitments under any Facility shall be made pro rata according to the respective Commitment Percentages, as applicable, of the Lenders under such Facility. Other than as expressly set forth herein, each payment (including each prepayment) by any Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments (including prepayments) ), to be made by the Borrowers hereunder on account of principal, Reimbursement Obligations, interest and fees shall be made without defense, set-off or counterclaim and shall be made, in the case of fees and principal of of, and interest on, Loans (other than Base Negotiated Rate Loans on any day other than the Maturity Date of such Loans) and Reimbursement Obligations at the Administrative Agent’s office specified in subsection 10.2, in each case in the relevant Currency in which the Loan was made (and in dollars in the case of Reimbursement Obligations) and in immediately available funds not later than 11:00 A.M. (Local Time) on the date due. The Administrative Agent shall be accompanied by distribute such payments to the Banks entitled thereto on the day of receipt in like funds as received, provided that the Administrative Agent shall have received such payments not later than 11:00 A.M. (Local Time). If the Administrative Agent shall distribute such payments to the Banks entitled thereto on a payment in date after the date on which such payments were received prior to 11:00 A.M. (Local Time), the Administrative Agent shall pay to each such Bank on demand an amount equal to all accrued the product of (i) the daily average applicable Overnight Rate, times (ii) the amount of such Bank’s share of such payment, times (iii) a fraction, the numerator of which is the number of days that elapse from and unpaid interest including such date of receipt of payment by the Administrative Agent to but excluding the date on which such LoansBank’s share of such payment shall have become immediately available to such Bank and the denominator of which is 360. All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interestinterest and fees relating to Negotiated Rate Loans shall be made to the Bank with respect thereto on such terms, fees or otherwiseat such address and at such time as shall be mutually agreed upon between the relevant Borrower and the relevant Bank in lawful money of the United States of America on the date due. (b) (i) Each borrowing by the Borrowers of Committed Rate Loans and each payment of principal in respect of Committed Rate Loans (subject to the provisions of subsection 2.20(e)) shall be made in accordance with the following requirements: (A) All borrowings of Committed Rate Loans and all principal payments in respect of such Loans, shall be made without set-off or counterclaim and shall be made prior to 1:00 p.m. (New York City time) on the due date thereof pro rata according to the Administrative Agent for the account respective Commitments of the applicable Lenders at the Administrative Agent’s office specified Banks. (B) As provided in Section 11.2 clause (b)(ii) below, if any principal payment is made in United States Dollars in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If respect of any payment hereunder Loans (other than payments on Eurodollar Negotiated Rate Loans) becomes on any day on which principal amounts are due and payable on a day owing in respect of any Loans (other than a Business DayNegotiated Rate Loans), such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month in which event such principal payment shall be made on applied to the immediately preceding Business Day. In Banks pro rata according to the case of any extension of any payment respective amounts of principal pursuant due and owing to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (c) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing Banks under this Section 4.9 shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans on demand from the Borrowers (without duplication of the interest otherwise applicable thereto)Agreement. (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any Borrower from the Lenders hereunder under and any reduction of the Australian Commitments under any Facility shall be made pro rata ratably according to the respective Commitment Percentages, as applicable, each Australian Dollar Lenders’ share of the Lenders under such Facility. Other than as expressly set forth herein, each Australian Commitments. (a) Each payment (including each prepayment) by any Borrower on account of principal of and interest and fees on the Australian Dollar Loans and Reimbursement Obligations under any Facility shall be made pro rata ratably according to the respective outstanding principal amounts of the such Loans and Reimbursement Obligations under such Facility, respectively, then held by the Australian Dollar Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Australian Subsidiary Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 1:00 p.m. (New York City 12:00 Noon, Sydney time) , on the due date thereof to the Australian Administrative Agent Agent, for the account of the applicable Lenders relevant Australian Dollar Lenders, at the Australian Administrative Agent’s office specified Office, in Section 11.2 in United States Dollars Australian Dollars, and in immediately available funds. The Australian Administrative Agent shall distribute such payments to the appropriate relevant Australian Dollar 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 obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar an Australian Dollar Loan becomes due and payable on a day other than a Business DayDay (Australia), the maturity thereof shall be extended to the next succeeding Business Day (Australia) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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 extensionDay (Australia). (c) Unless the Australian Administrative Agent shall have been notified in writing by any Australian Dollar Lender prior to a borrowing Borrowing Date (Australia) that such Australian Dollar Lender will not make the amount that would constitute its Commitment Percentage share of the borrowing on such borrowing date available to the Australian Administrative Agent, the Australian Administrative Agent may assume that such Australian Dollar Lender is making has made such amount available to the Australian Administrative AgentAgent on such Borrowing Date (Australia), and the Australian Administrative Agent may, in reliance upon such assumption, make available to the Borrowers relevant Australian Subsidiary Borrower a corresponding amount. If such amount is not made available to the Australian Administrative Agent by the required time on the a date after such Borrowing Date therefor(Australia), such Australian Dollar Lender shall pay to the Australian Administrative Agent on demand such an amount with interest thereon at a rate equal to the daily average Federal Funds Effective product of (i) the Overnight Rate for during such period as quoted by the period until Australian Administrative Agent, times (ii) the amount of such Lender makes Australian Dollar Lender’s share of such amount borrowing, times (iii) a fraction the numerator of which is the number of days that elapse from and including such Borrowing Date (Australia) to the date on which such Australian Dollar Lender’s Revolving Percentage of such borrowing shall have become immediately available to the Australian Administrative AgentAgent and the denominator of which is 360 (the “Effective Interbank Rate”). A certificate of the Australian Administrative Agent submitted to any Australian Dollar Lender with respect to any amounts owing under this Section 4.9 subsection shall be conclusive in the absence of manifest error. If such amount is so made available, such payment to the Australian Administrative Agent shall constitute such Australian Dollar Lender’s Commitment Percentage Loan on such Borrowing Date (Australia) for all purposes of this Agreement. If such borrowing amount is not so made available to the Australian Administrative Agent by such Lender within three (3) Business Days of such Borrowing DateAgent, then the Australian Administrative Agent shall also be entitled notify the relevant Australian Subsidiary Borrower of such failure and on the fourth Business Days (Australia) following such Borrowing Date (Australia), such Australian Subsidiary Borrower shall pay to recover the Australian Administrative Agent such amount ratable portion, together with interest thereon for each day that such Australian Subsidiary Borrower had the use of such ratable portion, at the rate per annum applicable Effective Interbank Rate. Nothing contained in this subsection 2.15(d) shall relieve any Australian Dollar Lender which has failed to Base Rate Loans on demand make available its ratable portion of any borrowing hereunder from its obligation to do so in accordance with the Borrowers (without duplication of the interest otherwise applicable thereto)terms hereof. (d) Subject to Section 4.18, the application The failure of any payment Australian Dollar Lender to make the Australian Dollar Loan to be made by it on any Borrowing Date (Australia) shall not relieve any other Australian Dollar Lender of Loans its obligation, if any, hereunder to make its Australian Dollar Loan on such Borrowing Date (including optional and mandatory prepaymentsAustralia), along with but no Australian Dollar Lender shall be responsible for the application failure of any proceeds obtained upon other Australian Dollar Lender to make the exercise of remedies by the Agents for the Lenders hereunder or under any Australian Dollar Loan Document, shall to be made to each by such other Australian Dollar Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of on such payment on the amount paidBorrowing Date (Australia).

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each borrowing by any Borrower from the Lenders hereunder and any Each reduction of the Revolving Credit Commitments under any Facility of the Revolving Lenders shall be made pro rata according to the amounts of such Revolving Lenders’ Commitment Percentages. Each payment (including each prepayment) by the Borrower on account of principal of and interest on Loans which are ABR Loans shall be made pro rata according to the respective Commitment Percentages, as applicable, outstanding principal amounts of such ABR Loans then held by the Lenders of the Lenders under such Facilityapplicable Class. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the Borrower on account of principal of and interest on Loans which are Eurocurrency Loans designated by the Borrower to be applied to a particular Eurocurrency Borrowing shall be made pro rata according to the respective outstanding principal amounts of such Loans then held by the Lenders of the applicable Class. Each payment (including each prepayment) by the Borrower on account of principal of and fees interest on the Swingline Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Swingline Loans and Reimbursement Obligations under such Facilityor participating interests therein, respectivelyas the case may be, then held by the relevant Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account ac- Table of Contents count of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (10:00 a.m., New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the Lenders of the applicable Lenders Class, at the Administrative Agent’s New York office specified in Section 11.2 in United States Dollars 9.01 in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders entitled thereto promptly upon receipt 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 obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (cb) Unless Subject to Section 2.12, unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 2.13(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Revolving Loans hereunder, on demand demand, from the Borrowers (Borrower, but without duplication of prejudice to any right or claim that the interest otherwise applicable thereto)Borrower may have against such Lender. (dc) Subject If at any time insufficient funds are received by and available to Section 4.18the Administrative Agent to pay fully all amounts of principal, the application of any unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of Loans (including optional interest and mandatory prepayments)fees then due hereunder, along ratably among the parties entitled thereto in accordance with the application amounts of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Documentinterest and fees then due to such parties, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, and (ii) second, to Eurodollar Loans. Each towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the Eurodollar Loans shall be accompanied by accrued interest Table of Contents parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to the date of such payment on the amount paidparties.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder hereunder, each payment by the Borrower on account of any commitment fee or Letter of Credit fee, and any reduction of the Commitments under any Facility of the Lenders, shall be made pro rata according to the respective Commitment Term Loan Percentages or Revolving Credit Percentages, as applicablethe case may be, of the Lenders under such Facilityrelevant Lenders. Other Each payment (other than as expressly set forth herein, provided in Section 2.12(d)) in respect of principal or interest in respect of the Term Loans and each payment (including each prepayment) by any Borrower on account in respect of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility payable hereunder shall be made applied to the amounts of such obligations owing to the Lenders pro rata according to the respective outstanding principal amounts of the Loans then due and Reimbursement Obligations under such Facility, respectively, then held by owing to the Lenders. (b) The application of any payment of Loans under any Facility (including optional and mandatory prepayments) shall be made, first, to Base Rate Loans under such Facility and, second, to Eurodollar Loans under such Facility. Each payment of the Loans (except in the case of Swing Line Loans and Revolving Credit Loans that are Base Rate Loans) shall be accompanied by accrued interest to the date of such payment on the amount paid. (c) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders relevant Lenders, at the Administrative Agent’s office specified Payment Office, in Section 11.2 in United States Dollars and in immediately available funds. Any payment made by the Borrower after 12:00 Noon, New York City time, on any Business Day shall be deemed to have been on the next following Business Day. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (cd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage 's share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans under the relevant Facility, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)Borrower. (de) Subject to Section 4.18, Unless the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies Administrative Agent shall have been notified in writing by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount paidwith interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each borrowing by any Borrower from the Lenders hereunder and any Each reduction of the Revolving Credit Commitments under any Facility of the Revolving Lenders shall be made pro rata according to the amounts of such Revolving Lenders’ Commitment Percentages. Each payment (including each prepayment) by the Borrower on account of principal of and interest on Loans which are ABR Loans shall be made pro rata according to the respective Commitment Percentages, as applicable, outstanding principal amounts of such ABR Loans then held by the Lenders of the Lenders under such Facilityapplicable Class. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the Borrower on account of principal of and interest on Loans which are Eurodollar Loans designated by the Borrower 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 of the applicable Class. Each payment (including each prepayment) by the Borrower on account of principal of and fees interest on the Swingline Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Swingline Loans and Reimbursement Obligations under such Facilityor participating interests therein, respectivelyas the case may be, then held by the relevant Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (12:00 noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the Lenders of the applicable Lenders Class, at the Administrative Agent’s New York office specified in Section 11.2 9.01 in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders entitled thereto promptly upon receipt in like funds as receivedreceipt. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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. (cb) Unless Subject to Section 2.12, unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing Borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing Borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 2.13(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing Borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Revolving Loans hereunder, on demand demand, from the Borrowers (Borrower, but without duplication of prejudice to any right or claim that the interest otherwise applicable thereto)Borrower may have against such Lender. (dc) Subject If at any time insufficient funds are received by and available to Section 4.18the Administrative Agent to pay fully all amounts of principal, the application of any unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of Loans (including optional interest and mandatory prepayments)fees then due hereunder, along ratably among the parties entitled thereto in accordance with the application amounts of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Documentinterest and fees then due to such parties, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, and (ii) second, to Eurodollar Loans. Each towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the Eurodollar Loans shall be accompanied by accrued interest parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to the date of such payment on the amount paidparties.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any Borrower the Borrowers from the Lenders hereunder, each payment by the Borrowers on account of any commitment fee hereunder and any reduction of the Commitments under any Facility of the Lenders shall be made pro rata according to the respective Commitment Percentages, as applicable, Percentages of the Lenders under such FacilityLenders. Other than as expressly set forth herein, each Each payment (including each prepayment) by any Borrower the Borrowers on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified in Section 11.2 11.2, in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (cb) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 4.8(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Loans hereunder, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)Borrowers. (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder and any reduction of the Commitments under any Facility of the Lenders shall be made pro rata according to the respective Commitment Percentages, as applicable, Percentages of the Lenders under such FacilityLenders. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Revolving Credit Loans and Reimbursement Obligations under any Facility shall be made to the Agent and allocated to the Lenders pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s 's office specified in Section 11.2 subsection 9.2, in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (cb) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 subsection shall be conclusive in the absence of manifest error. If such Lender’s 's Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Loans hereunder, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)Borrower. (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder and any reduction of the Commitments under any Facility shall be made pro rata according to the respective Commitment Percentages, as applicable, Commitments of the Lenders. Any reduction of the Commitments of the Lenders under such Facility. Other than as expressly set forth herein, each payment (including each prepayment) by any Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective Commitments of the Lenders. Each payment by the Borrower on account of any commitment fee with respect to any period shall be made pro rata according to the respective average daily Available Commitments of the Lenders for such period. (b) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the then Dollar Equivalent of the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (bc) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified in Section 11.2 in United States Dollars Funding Office, in immediately available funds. Payments and prepayments of principal of and interest on Loans denominated in the Optional Currency shall be made in the Optional Currency; payments and prepayments of all other amounts hereunder shall be made in the Base Currency. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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. (cd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing Borrowing Date that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing on such date available to the Administrative Agent, the Administrative Agent may assume that such Lender is making has made such amount available to the Administrative AgentAgent on such Borrowing Date, and the Administrative Agent may, but shall not be so required to, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on such Borrowing Date, and if the Borrowing Date thereforAdministrative Agent makes such corresponding amount available to the Borrower, then such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon thereon, at a rate equal to the daily average greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 paragraph shall be conclusive in the absence of manifest error. If the Administrative Agent makes such Lender’s Commitment Percentage share of such borrowing available to the Borrower, and if such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans ABR Loans, on demand demand, from the Borrowers (without duplication Borrower. The failure of any Lender to make any Loan on any Borrowing Date shall not relieve any other Lender of its obligation hereunder to make a Loan on such Borrowing Date pursuant to the interest otherwise applicable thereto)provisions contained herein, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on any Borrowing Date. (de) Subject to Section 4.18, Unless the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies Administrative Agent shall have been notified in writing by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three (3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount paidwith interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any a Borrower from the Lenders hereunder hereunder, each payment by a Borrower on account of any commitment fee and any reduction of the Commitments under any Facility of the Lenders shall be made pro rata according to the respective Commitment Term Percentages or Revolving Percentages, as applicablethe case may be, of the Lenders under such Facility. Other than as expressly set forth herein, each relevant Lenders. (b) Each payment (including each prepayment) by any the Borrowers on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of such Term Loans then held by the relevant Term Lenders. Amounts prepaid on account of the Term Loans may not be reborrowed. (c) Each payment (including each prepayment) by a Borrower on account of principal of and interest and fees on the Revolving Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans and Reimbursement Obligations under such Facility, respectively, then held by the Revolving Lenders. (bd) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made free and clear of and without set-off condition or counterclaim deduction for any counterclaim, defense, recoupment or setoff and shall be made prior to 1:00 p.m. (2:00 p.m., New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified Funding Office, in Section 11.2 in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders each relevant Lender promptly upon receipt in like funds as received, net of any amounts owing by such Lender pursuant to Section 9.7. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (ce) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers applicable Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon thereon, at a rate equal to the daily average greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Loans under the relevant Facility, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)Borrower. (df) Subject to Section 4.18, Unless the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies Administrative Agent shall have been notified in writing by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest Parent prior to the date of any payment due to be made by a Borrower hereunder that such Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that such Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers. (g) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.7(b), 2.7(c), 2.17(e), 2.17(f), 3.4(a) or 9.7, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swingline Lender or the Issuing Lender to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion. (h) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.7 are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 9.7 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under Section 9.7.

Pro Rata Treatment and Payments. (a) Other Each borrowing of Revolving Loans (other than as expressly set forth herein, each borrowing Swing Line Loans) by any Borrower of the Borrowers from the Lenders hereunder shall be made, each payment by any of the Borrowers on account of any commitment fee in respect of the Revolving Commitments hereunder and any reduction of the Revolving Commitments under any Facility of the Lenders shall be made allocated by the Administrative Agent, pro rata according to the respective Revolving Commitment Percentages, as applicable, Percentages of the Lenders under such FacilityLenders. Other than as expressly set forth herein, each Each payment (including each prepayment) by any Borrower of the Borrowers on account of principal of and interest and fees on the any Revolving Loans and Reimbursement Obligations under any Facility shall be made allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of the such Revolving Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such LoansLender. All payments (including prepayments) to be made by the Borrowers any Borrower hereunder, whether on account of principal, interest, fees fees, Reimbursement Obligations or otherwise, shall be made without set-off or counterclaim and shall be made prior to 1:00 p.m. (P.M., New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders holding the relevant Loans or the L/C Participants, as the case may be, at the Administrative Agent’s office specified in Section 11.2 subsection 10.2, in United States Dollars or, in the case of Loans outstanding in any Designated Foreign Currency and L/C Obligations in any Designated Foreign Currency, such Designated Foreign Currency and, whether in Dollars or any Designated Foreign Currency, in immediately available funds. Payments received by the Administrative Agent after such time shall be deemed to have been received on the next Business Day. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt such Lenders, if any such payment is received prior to 1:00 P.M., New York City time, on a Business Day, in like funds as receivedreceived prior to the end of such Business Day and otherwise the Administrative Agent shall distribute such payment to such Lenders on the next succeeding Business Day. If any payment hereunder (other than payments on Eurodollar the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due from such Borrower to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, (i) in the case of Loans to be repaid in any extension Designated Foreign Currency, the rate customary in such Designated Foreign Currency for settlement of any payment similar interbank obligations and (ii) in the case of principal pursuant Loans to be repaid in Dollars, the preceding two sentences, interest thereon shall be payable at daily average Federal Funds Effective Rate as quoted by the then applicable rate during such extensionAdministrative Agent. (cb) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Revolving Commitment Percentage of such borrowing available to the Administrative such Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers any Borrower in respect of such borrowing a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand demand, such amount with interest thereon at a rate equal to (i) in the case of Loans to be made in any Designated Foreign Currency, the rate customary in such Designated Foreign Currency for settlement of similar inter bank obligations, or (ii) in the case of Loans to be made in Dollars, the daily average Federal Funds Effective Rate as quoted by the Administrative Agent, or another bank of recognized standing reasonably selected by the Administrative Agent, in each case for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 subsection 3.8(b) shall be conclusive in the absence of manifest error. If such Lender’s Revolving Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, (x) the Administrative Agent shall notify the Parent Borrower of the failure of such Lender to make such amount available to the Administrative Agent and the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to, in the case of Loans to Base Rate be made in Dollars, ABR Loans hereunder or, in the case of Loans to be made in any Designated Foreign Currency, the rate per annum applicable to such Loans pursuant to subsection 3.1, in either case on demand demand, from such Borrower and (y) then such Borrower may, without waiving or limiting any rights or remedies it may have against such Lender hereunder or under applicable law or otherwise, borrow a like amount on an unsecured basis from any commercial bank for a period ending on the Borrowers date upon which such Lender does in fact make such borrowing available, provided that at the time such borrowing is made and at all times while such amount is outstanding such Borrower would be permitted to borrow such amount pursuant to subsection 2.1 and/or (without duplication of ii) take any action permitted by the interest otherwise applicable theretofollowing subsection 3.8(c). (dc) Subject Notwithstanding anything contained in this Agreement: (i) If at any time a Lender shall not make a Revolving Loan required to Section 4.18be made by it hereunder (any such Lender, a “Defaulting Lender”), the application Parent Borrower shall have the right to seek one or more Persons reasonably satisfactory to the Administrative Agent and the Parent Borrower to each become a substitute Lender and assume all or part of the Revolving Commitment of such Defaulting Lender. In such event, the Parent Borrower, the Administrative Agent and any such substitute Lender shall execute and deliver, and such Defaulting Lender shall thereupon be deemed to have executed and delivered, an appropriately completed Assignment and Acceptance to effect such substitution. (ii) In determining the Required Lenders, any Lender that at the time is a Defaulting Lender (and the Revolving Loans and/or Revolving Commitment of such Defaulting Lender) shall be excluded and disregarded. No commitment fee shall accrue for the account of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (iii) If at any time any Borrower shall be required to make any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan DocumentDocument to or for the account of a Defaulting Lender, then such Borrower, so long as it is then permitted to borrow Revolving Loans hereunder, may set off and otherwise apply its obligation to make such payment against the obligation of such Defaulting Lender to make such Defaulted Loan. In such event, the amount so set off and otherwise applied shall be deemed to constitute a Revolving Loan by such Defaulting Lender made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to on the date of such set-off and included within any borrowing of Revolving Loans as the Administrative Agent may reasonably determine. (iv) If, with respect to any Defaulting Lender, which for the purposes of this subsection 3.8(c)(iv), shall include any Lender that has taken any action or become the subject of any action or proceeding of a type described in subsection 8(f), any Borrower shall be required to pay any amount under any Loan Document to or for the account of such Defaulting Lender, then such Borrower, so long as it is then permitted to borrow Revolving Loans hereunder, may satisfy such payment on obligation by paying such amount to the amount paidAdministrative Agent, to be (to the extent permitted by applicable law and to the extent not utilized by the Administrative Agent to satisfy obligations of the Defaulting Lender owing to it) held by the Administrative Agent in escrow pursuant to its standard terms (including as to the earning of interest), and applied (together with any accrued interest) by it from time to time to make any Revolving Loans or other payments as and when required to be made by such Defaulting Lender hereunder.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Additional Lenders hereunder and any reduction of the Commitments under any Facility shall be made pro rata according to the respective Commitment Percentagescommitment percentage of each Lender as set forth in the Amend and Restate and any borrowing of Incremental Term Loans by the Borrower shall be made pro rata according to the commitment percentage of each Lender or each Incremental Lender, as applicablethe case may be, of the Lenders under such Facility. Other than as expressly set forth herein, each in the Incremental Term Loan Amendment. (b) Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Term Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Term Loans and Reimbursement Obligations under such Facility, respectively, then held by the Term Lenders. The amount of each principal prepayment of the Term Loans shall be applied to reduce the then remaining installments of the Term Loans, pro rata based upon the respective then remaining principal amounts thereof. Amounts prepaid on account of the Term Loans may not be reborrowed. (bc) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified Funding Office, in Section 11.2 in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (cd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon thereon, at a rate equal to the daily average greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage 's share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Loans under the Facility, on demand demand, from the Borrowers Borrower. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Loan and the Administrative Agent shall promptly return to the Borrower any amount (without duplication of including interest) paid by the Borrower to the Administrative Agent pursuant to the immediately preceding sentence, together with any interest otherwise applicable thereto)thereon paid by such Lender for any day not covered by the Borrower's payment. (de) Subject to Section 4.18, Unless the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies Administrative Agent shall have been notified in writing by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment on to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, upon written demand, from each Lender to which any amount paidwhich was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

Pro Rata Treatment and Payments. (ai) Other than as expressly set forth hereinEach borrowing by the Borrowers under the Revolving Loans, each borrowing conversion by any Borrower from the Lenders hereunder Borrowers of applicable Interest Rates, each prepayment and any reduction of the Commitments under any Facility (except as otherwise provided in Section 2.11 (d) (Illegality) shall be made pro rata according to the respective Commitment Percentages, as applicable, of the Lenders under such Facilityin accordance with each Lender's applicable proportionate share. Other than as expressly Unless otherwise specifically set forth hereinamong the provisions of this Agreement, each payment (including each prepayment) by any Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All all payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers hereunderObligations, whether on account of including, without limitation, principal, interest, fees or otherwise, interest and Fees shall be made without set-off or counterclaim and shall be made prior to 1:00 p.m. and/or applied pro rata in accordance with the applicable proportionate share of each Lender. (New York City timeii) on Each Lender will make the due date thereof amount of its proportionate share of the Loans available to the Administrative Agent for the account of the applicable Lenders Borrowers at the Administrative Agent’s office specified of the Agent set forth in Section 11.2 12.11 hereof by 11:00 a.m. (Washington, D.C. time) in United States Dollars in funds immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made Agent on the immediately preceding Business Day. In Closing Date in the case of any extension Loans to be disbursed on the Closing Date and in the case of any payment of principal pursuant to Loans disbursed after the preceding two sentencesClosing Date, interest thereon shall be payable at on the then applicable rate during such extension. (c) date specified in the Loan Notice made in connection therewith. Unless the Administrative Agent and the Borrowers shall have been notified in writing by any Lender prior to a borrowing the date due that such Lender will not make the amount that would constitute its Commitment Percentage proportionate share of any borrowing on such borrowing date available to the Administrative Agent, the Administrative Agent may assume that such Lender is making has made such amount available to the Administrative Agent, Agent on such date and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefora date after such date, such Lender shall pay to the Administrative Agent on demand such an amount with interest thereon at a rate equal to the product of (a) a fraction, the numerator of which is the daily average Federal Funds Effective Rate for federal funds rate during such period as quoted by the period until Agent and the denominator of which is 360, times (b) the amount of such Lender makes Lender's proportionate share of such amount borrowing, times (c) the number of days that elapse from and including such borrowing date to the date on which such Lender's proportionate share of such borrowing shall have become immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 hereunder shall be conclusive in the absence of conclusive, absent manifest error. If such Lender’s Commitment Percentage 's proportionate share of such borrowing is not in fact made available to the Administrative Agent by such Lender within three (3) Business Banking Days of such Borrowing Dateborrowing date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Revolving Loans accruing interest at the Prime Rate Loans hereunder, on demand demand, from the Borrowers (without duplication prejudice to the rights of the interest otherwise applicable theretoBorrowers against such Lender). Nothing herein shall be deemed to relieve any Lender from its obligation to fund its proportionate share of any borrowings hereunder or to prejudice any rights which the Borrowers may have against any Lender as a result of any default by such Lender hereunder. No Lender shall be responsible for any default of the other Lender in respect of the other Lender's obligation to make available its proportionate share of borrowings hereunder nor shall any Commitment of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated only to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (diii) Subject All payments of the Obligations, including, without limitation, principal, interest and Fees, shall be paid by the Borrowers without setoff or counterclaim to the Agent on behalf of the Lender's at the Agent's office specified in Section 4.1812.1 hereof in Dollars in immediately available funds not later than 12:00 noon (Washington, D.C. time) on the due date of such payment. All payments received by the Agent after such time shall be deemed to have been received by the Agent, for purposes of computing interest and Fees, as of the next following Banking Day. Promptly upon receipt thereof, the application Agent shall distribute to each Lender in like funds such Lender's proportionate share of such payments. Unless the Agent shall have received notice from the Borrowers prior to the date on which any payment of Loans any of the Obligations is due to the Agent that the Borrowers will not make such payment in full, the Agent may assume that the Borrowers have made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the interest rate applicable at the time to the obligation in respect of which payment is due. The Agent shall send the Borrowers statements of all amounts due hereunder for interest, principal and Fees, etc., which statements shall be considered correct and conclusively binding on the Borrowers unless the Borrowers notify the Agent to the contrary within thirty (including optional and mandatory prepayments), along with the application 30) days of their receipt of any statement that they deem to be incorrect. Alternatively, at its sole discretion, each of the Banks may charge any deposit account of either or both of the Borrowers with all or any part of any amount due hereunder. (iv) If any Lender makes a new Loan on a day on which the Borrowers are to repay all or any part of any outstanding Loan from such Bank, such Lender shall apply the proceeds obtained upon of its new Loan to make such repayment, and only an amount equal to the exercise of remedies by difference (if any) between the Agents for amount being borrowed and the Lenders hereunder or under any Loan Document, amount being repaid shall be made available by such Lender to the Agent as provided above in this Section or remitted by the Borrowers to the Agent as provided above in this Section. III COLLATERAL As security for the payment of all of the Obligations, the Borrowers hereby assign, grant and convey to the Agent for the ratable benefit of each Lender based upon its Commitment Percentageand agrees that the Agent and each Lender shall have a perfected, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment continuing security interest in all of the Eurodollar Loans Collateral. The Borrowers further agree that the Agent for the ratable benefit of each Lender shall have in respect the Collateral all of the rights and remedies of a secured party under the Maryland Uniform Commercial Code and under other applicable Laws and Security Documents, as well as those provided in this Agreement. The Borrowers covenant and agree to execute and deliver such financing statements and other instruments and filings as are necessary in the opinion of the Agent to perfect such security interest. Notwithstanding the fact that the proceeds of the Collateral constitute a part of the Collateral, the Borrowers may not dispose of the Collateral, or any part thereof, other than in the ordinary course of its business or as otherwise may be accompanied permitted by accrued interest to the date of such payment on the amount paidthis Agreement.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder, the sharing of the risk with respect to each outstanding Letter of Credit, each payment by the Borrower on account of any commitment fee hereunder and any reduction of the Revolving Credit Commitments under any Facility of the Lenders shall be shared or made pro rata according to the respective Revolving Credit Commitment Percentages, as applicable, Percentages of the Lenders under such FacilityLenders. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Revolving Credit Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without abatement, compensation, set-off or counterclaim and shall be made prior to 1:00 p.m. (New York City 12:00 noon, Montreal time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified 's Applicable Lending Office, in Section 11.2 in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Each Loan Party recognizes that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Accounts may not be collectible by the Agent on the date received. If any payment The Agent shall only conditionally credit the Borrower's account on a Eurodollar Loan becomes due and payable on a day other than a Business Daythe Agents books at such time as the Agent receives such payment. In making computations under this Agreement, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.settlement date for each (c) Unless Until the Administrative Agent shall have been notified in writing by earlier to occur of a Default or an Event of Default, any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount Ledger Debt (as defined immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted below) owed to any Lender by a Loan Party in the ordinary course of such Loan Party's business, as an account debtor, may be paid solely to such Lender, with such deduction(s) as are proper and valid in the ordinary course of business with respect to any amounts owing under this Section 4.9 the related sales. For so long as a Default or Event of Default shall have occurred and be conclusive in the absence of manifest error. If continuing, all such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3payment(s) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans on demand from the Borrowers (without duplication of the interest otherwise applicable thereto). (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made without any deduction whatsoever, including but not limited to each any deduction for setoff or counterclaim. For purposes of this subparagraph, the term "Ledger Debt" shall mean and include all indebtedness and obligations due or to become due to a Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment from a Loan Party by reason of or in connection with the Eurodollar Loans shall be accompanied by accrued interest to sale of goods and/or the date rendering of services from any client of such payment on Lender to a Loan Party, as an account debtor, as to which the amount paidresulting account receivable is sold or assigned to such Lender at any time and from time to time by such client(s).

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Revolving Lenders hereunder hereunder, each payment by a Borrower on account of any commitment fee and any reduction of the Revolving Commitments under any Facility shall be made pro rata according to the respective Commitment Percentages, as applicable, Revolving Percentages of the Lenders under such Facility. Other than as expressly set forth herein, each Revolving Lenders. (b) Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Revolving Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans and Reimbursement Obligations under such Facility, respectively, then held by the Revolving Lenders, except as otherwise provided in Section 2.27. (bc) Each payment (including each prepayment) by the Borrower on account of principal of and interest and premium, if any, on the Tranche B Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Tranche B Term Loans then held by the Tranche B Term Lenders. Subject to Section 2.11(d), the amount of each principal prepayment of the Tranche B Term Loans shall be applied to reduce the then remaining installments of the Tranche B Term Loans in the direct order of maturity. Amounts prepaid on account of the Tranche B Term Loans may not be reborrowed. (d) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (2:00 p.m., New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified its Domestic Funding Office, in Section 11.2 in United States U.S. Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Term Benchmark Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Term Benchmark Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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. (ce) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective NYFRB Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 paragraph shall be conclusive in the absence of absent manifest error. If such LenderXxxxxx’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable equal to Base Rate Loans the daily average Federal Funds Effective Rate, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)Borrower. (df) Subject to Section 4.18, Unless the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies Administrative Agent shall have been notified in writing by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest Borrower prior to the date of any payment being made hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days of such required date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount paidwith interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any Holdings or the Borrower from the Lenders hereunder, each payment by Holdings or the Borrower on account of any commitment fee hereunder and any reduction of the Term Loan Commitments under any Facility or the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Term Loan Commitment Percentages or Revolving Credit Commitment Percentages, as applicable, of the Lenders under such FacilityLenders. Other than as expressly set forth herein, each Each payment (including each prepayment) by any Holdings or the Borrower on account of principal of and interest and fees on the Term Loans and Reimbursement Obligations under any Facility or the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans and Reimbursement Obligations under such Facilityor the Revolving Credit Loans, respectivelyas applicable, then held by the Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by Holdings or the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off or counterclaim and shall be made prior to 1:00 p.m. (12:00 noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s 's office specified in Section 11.2 12.2, in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (cb) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Term Loan Commitment Percentage or Revolving Credit Commitment Percentage, as applicable, of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to Holdings or the Borrowers Borrower, as applicable, a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 shall be conclusive in the absence of manifest error. If such Lender’s 's Term Loan Commitment Percentage or Revolving Credit Commitment Percentage, as applicable, of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans hereunder, on demand demand, from Holdings and the Borrowers (without duplication of the interest otherwise applicable thereto)Borrower. (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder (other than any borrowing of Swing Line Loans or CAF Advances), each payment by the Borrower on account of any facility fee or utilization fee hereunder (except as otherwise specifically provided herein) and any reduction of the Commitments under any Facility of the Lenders shall be made pro rata according to the respective relevant Commitment Percentages, as applicable, Percentages of the Lenders under such FacilityLenders. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility made to the Borrower shall be made pro rata according to the respective outstanding principal amounts or interest, as the case may be, in respect of the such Loans then due and Reimbursement Obligations under such Facility, respectively, then held by owing to the Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers hereunderBorrower hereunder and under any Notes, whether on account of principal, interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s 's office specified in Section 11.2 subsection 11.2, in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate relevant 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 obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (cb) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its relevant Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 subsection shall be conclusive in the absence of manifest error. If such Lender’s 's relevant Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Loans hereunder, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto). (d) Subject to Section 4.18, the application Borrower. The failure of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under Lender to make any Loan Document, shall to be made by it shall not, in and of itself, relieve any other Lender of its obligation hereunder to each Lender based upon make its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of Loan on such payment on the amount paidBorrowing Date.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the relevant Borrower from the Lenders hereunder, each payment by the Company on account of any commitment fee hereunder and any reduction of the Commitments under any Facility of the Lenders shall be made pro rata according to the respective Tranche A Term Loan Percentages, Tranche B Term Loan Percentages or Revolving Credit Commitment Percentages, as applicablethe case may be, of the Lenders under such Facilityrelevant Lenders. Other than as expressly set forth herein, each Each payment (including each prepaymentother than prepayments) by any Borrower on account of principal of and interest and fees on the Loans Loans, each payment in respect of fees payable hereunder and each payment in respect of Reimbursement Obligations under any Facility shall be made applied to the amounts of such obligations owing to the Lenders pro rata according to the respective outstanding principal amounts of the Loans then due and Reimbursement Obligations under such Facility, respectively, then held by owing to the Lenders. , except to the extent otherwise required by subsection 2.9(e), by clause (bii) All payments (including prepayments) to be made of subsection 2.15(b), by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied subsection 2.18 or by a payment in an amount equal to all accrued and unpaid interest on such Loanssubsection 2.21. All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s 's office specified in Section 11.2 subsection 10.2, in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (cb) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers relevant Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 subsection shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage 's share of such borrowing is not made available to the Administrative Agent by such Lender (any such Lender, a "Non-Funding Lender") within three (3) Business Days of such Borrowing Date, (i) the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Loans under the relevant Facility, on demand demand, from the Borrowers relevant Borrower (without duplication of the interest otherwise applicable thereto). (d) Subject to Section 4.18provided that, the application of in any payment of Loans (including optional and mandatory prepayments)such case, along with the application of any proceeds obtained upon the exercise of remedies amount made available by the Agents Administrative Agent to the Canadian Borrower for the Lenders hereunder or under any account of such Non-Funding Lender shall not constitute the making available of a Tranche B Term Loan Documentif the Canadian Borrower refunds such amount pursuant to this clause (i)) , (ii) the commitment fee of such Non-Funding Lender referred to in subsection 2.7 shall be made to each not accrue during the period commencing on such Borrowing Date and ending on the date on which such Non-Funding Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest makes available to the date Administrative Agent its share of such payment on borrowing and (iii) the amount paidrelevant Borrower shall have the right to replace such Non-Funding Lender in accordance with subsection 2.21.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder and any reduction of the Commitments under any Facility of the Lenders shall be made pro rata according to the respective Commitment Percentages, as applicable, Percentages of the Lenders under such FacilityLenders. Other than Except as expressly set forth hereinotherwise provided in Section 2.5 or Section 8, each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. Lenders (b) All payments (including prepayments) to be it being understood that, except as otherwise provided in Section 8, any payment so made by the Borrowers hereunder on account in respect of principal of any Lender's Loans (other than Base Rate shall be deemed to ratably reduce the outstanding amount of Tranche A Loans on any day other than the Maturity Date and Tranche B Loans of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such LoansLender). All payments (including prepayments) to be made by the Borrowers hereunderBorrower hereunder and under the Notes, whether on account of principal, interest, fees interest 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) 11:00 A.M., Pacific Standard Time, on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s 's office specified in Section 11.2 9.2, in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (cb) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 2.11(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage 's share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans on demand from the Borrowers (without duplication of the interest otherwise applicable thereto). (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.Days

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any a Borrower from the Lenders hereunder hereunder, each payment on account of any commitment fee and any reduction of the Revolving Commitments under any Facility of the Lenders shall be made pro rata according to the respective Commitment Percentages, as applicable, Revolving Percentages of the Lenders under such Facility. Other than as expressly set forth herein, each relevant Lenders. (b) Each payment (including each prepayment) by any a Borrower on account of principal of and interest and fees on the its Revolving Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the such Revolving Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (bc) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, 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) P.M., Local Time, on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified relevant Funding Office, in Section 11.2 Dollars (with respect to Obligations denominated in United States Dollars Dollars) and Euro (with respect to Obligations denominated in Euro), and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders each relevant Lender promptly upon receipt in like funds as received, net of any amounts owing by such Lender pursuant to Section 9.7. If any payment hereunder (other than payments on Eurodollar the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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. (cd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers applicable Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon thereon, at a rate equal to (i) in the daily average case of amounts denominated in Dollars, the greater of (x) the Federal Funds Effective Rate and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative AgentAgent or (ii) in the case of amounts denominated in Euro at the rate per annum determined by the Administrative Agent to represent its cost of overnight or short-term funds in Euro. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate (i) in the case of amounts denominated in Dollars, ABR Loans or (ii) in the case of amounts denominated in Euro at the rate per annum determined by the Administrative Agent to represent its cost of overnight or short-term funds in Euro plus the Applicable Margin for Eurocurrency Loans, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)Borrower. (de) Subject to Section 4.18, Unless the application Administrative Agent shall have been notified in writing by the Company (on its own behalf or on behalf of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest other Borrower) prior to the date of any payment due to be made by the applicable Borrower hereunder that the applicable Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the applicable Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the applicable Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to (i) in the case of amounts denominated in Dollars, the daily average Federal Funds Effective Rate and (ii) in the case of amounts denominated in Euro, at the rate per annum determined by the Administrative Agent to represent its cost of overnight or short term funds in Euro. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the applicable Borrower. (f) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.5(b), 2.5(c), 2.15(e) or 3.4(a), unless subject to a good faith dispute, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision of this Agreement), apply any amounts thereafter received by the Administrative Agent, the Swingline Lender or the Issuing Lender hereunder for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Pro Rata Treatment and Payments. (a) Other than Except as expressly set forth hereincontemplated by Section 2.7, (i) each borrowing by any Borrower from the Lenders hereunder and any reduction of the Commitments under any Facility and each payment in respect of Commitment Fees shall be made pro rata according to the respective Commitment Percentages, as applicable, Percentages of the Lenders under such Facility. Other than as expressly set forth herein, and (ii) each payment (including each prepayment) by any Borrower DW Animation on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts amount of the such Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments . Notwithstanding anything to the contrary in this Agreement, if an Event of Default shall have occurred and be continuing, each payment (including prepaymentseach prepayment) to be made by the Borrowers hereunder DW Animation on account of principal of and interest on Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied made pro rata according to the respective outstanding principal amount of all such Loans then held by a payment in an amount equal to all accrued and unpaid interest on such LoansLenders. All payments (including prepayments) to be made by the Borrowers DW Animation hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s 's office specified in Section 11.2 10.2, in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate 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 obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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. (cb) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers DW Animation a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 2.15(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage 's share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans ABR Loans, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)DW Animation. (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder hereunder, and any reduction of the Commitments under any Facility Aggregate Revolving Loan Commitment, shall be made pro rata according to the respective Revolving Loan Commitment Percentages, as applicable, Percentages of the Lenders under such FacilityLenders. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Revolving Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal and interest amounts of the Revolving Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments , and each payment (including prepaymentseach prepayment) to be made by the Borrowers hereunder Borrower on account of principal of and interest on the Term Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied made pro rata according to the respective outstanding principal and interest amounts of the Term Loans then held by a payment in an amount equal to all accrued and unpaid interest on such Loansthe Lenders. All payments (including prepayments) to be made by the Borrowers hereunderBorrower hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff, deduction or counterclaim and shall be made prior to 1:00 p.m. (New York City 11:00 a.m., Los Angeles time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s 's office specified in Section 11.2 9.2, in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate 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 obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR Loan becomes due and payable on a day other than a Eurodollar Business Day, the maturity thereof shall be extended to the next succeeding Eurodollar Business Day (and interest shall continue to accrue thereon at the applicable 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 Eurodollar 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. (c) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans on demand from the Borrowers (without duplication of the interest otherwise applicable thereto). (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

Pro Rata Treatment and Payments. (ai) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee or unused facility fee hereunder and any reduction of the Revolving Credit Commitments under any Facility of the Lenders shall be made pro rata according to the respective Commitment Percentages, as applicable, Percentages of the Lenders under such FacilityLenders. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 1:00 p.m. (New York City 11:00 a.m., Dallas, Texas time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s 's office specified in Section 11.2 Dallas, Texas, in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (cii) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make available to the Agent the amount that would constitute its such Lender's Commitment Percentage of such borrowing available to the Administrative Agentborrowing, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period plus one percent (1.0%) until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 subsection shall be conclusive in the absence of manifest error. If such Lender’s 's Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Contract Rate Loans hereunder, on demand demand, from the Borrowers (without duplication of Borrower. Nothing in this Agreement or the interest otherwise applicable thereto). (d) Subject other Loan Documents shall be deemed to Section 4.18, the application require Agent to advance funds on behalf of any payment of Loans (including optional and mandatory prepayments), along with the application of Lender or to relieve any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made Lender from its obligation to each Lender based upon fulfill its Revolving Credit Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paidhereunder.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder and any reduction of the Commitments under any Facility shall be made pro rata according to the respective Commitment Percentages, as applicable, Percentages of the Lenders under such FacilityLenders. Other than as expressly set forth herein, each Each payment (including each prepayment) by any Borrower on account of principal interest in respect of and interest and fees on the Loans and Reimbursement Obligations under any Facility each payment in respect of fees payable hereunder shall be made applied to the amounts of such obligations owing to the Lenders pro rata according to the respective outstanding principal amounts of the Loans then due and Reimbursement Obligations under such Facility, respectively, then held by owing to the Lenders. (b) Except as provided in Section 2.7, each payment on account of principal of the Loans shall be allocated among the Lenders pro rata based on the principal amount of the Loans held by such Lenders, and shall be applied to the installments of the Loans in the order of the scheduled maturities of such installments and ratably in accordance with the outstanding amounts thereof. Amounts prepaid on account of the Loans may not be reborrowed. (c) The application of any payment of Loans (including optional and mandatory prepayments) shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Loans shall be accompanied by accrued interest to the date of such payment on the amount paid. (d) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified Payment Office, in Section 11.2 in United States Dollars and in immediately available funds. The Administrative Agent Any payment made by the Borrower after 12:00 Noon, New York City time, on any Business Day shall distribute such payments be deemed to have been on the appropriate Lenders promptly upon receipt in like funds as receivednext following 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, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (ce) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans Loans, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)Borrower. (df) Subject to Section 4.18, Unless the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies Administrative Agent shall have been notified in writing by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount was made available pursuant to the preceding sentence, such amount paidwith interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. (g) Upon receipt by the Administrative Agent of payments on behalf of Lenders, the Administrative Agent shall promptly distribute such payments to the Lender or Lenders entitled thereto, in like funds as received by the Administrative Agent.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each The borrowing by any the Borrower from the Lenders hereunder hereunder, and any reduction of the Commitments under any Facility of the Lenders shall be made pro rata according to the respective Commitment Percentages, as applicable, Percentage of each of the Lenders under such Facility. Other than as expressly set forth hereinrelevant Lenders. (b) Subject to Section 2.23(a), each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts Percentage of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenderseach Lender. (bc) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified Funding Office, in Section 11.2 in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (cd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans ABR Loans, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)Borrower. (de) Subject to Section 4.18, Unless the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies Administrative Agent shall have been notified in writing by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount paidwith interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments under any Facility of the Lenders shall be made pro rata according to the respective Commitment Percentages, as applicable, Term Percentages or Revolving Percentages of the Lenders under such Facility. Other than as expressly set forth herein, each applicable Lenders. (b) Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Term Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Term Loans and Reimbursement Obligations under such Facility, respectively, then held by the Term Lenders. Amounts repaid or prepaid on account of the Term Loans may not be reborrowed. (c) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders. (bd) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim counterclaim. Except with respect to principal and interest on Loans denominated in an Alternative Currency, all payments shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified Funding Office, in Section 11.2 in United States Dollars and in immediately available funds. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Funding Office in such Alternative Currency and in immediately available funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, the Borrower is prohibited by any Requirement of Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (ce) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon thereon, at a rate equal to the daily average greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans ABR Loans, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)Borrower. (df) Subject to Section 4.18, Unless the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies Administrative Agent shall have been notified in writing by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount paidwith interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. (g) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.5, Section 2.7(b), Section 2.7(c), Section 2.17(d), Section 2.17(e), Section 3.4(a) or Section 9.7, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any a Borrower from the Lenders hereunder hereunder, each payment by a Borrower on account of any facility fee and any reduction of the Commitments under any Facility of the Lenders shall be made pro rata according to the respective Commitment Percentages, as applicable, Revolving Percentages of the Lenders under such Facility. Other than as expressly set forth herein, each relevant Lenders. (b) Each payment (including each prepayment) by any a Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (bc) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, 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) 12:00 Noon, Local Time, on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified Funding Office, in Section 11.2 Dollars, with respect to Dollar Loans and any fees or other payments (other than principal and interest) with respect to Multicurrency Loans, or the relevant Foreign Currency, with respect to the principal and interest on Multicurrency Loans, in United States Dollars each case in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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. (cd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers relevant Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon thereon, at a rate (i) with respect to all Loans other than Multicurrency Loans, equal to the daily average greater of (x) the Federal Funds Effective Rate and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) with respect to Multicurrency Loans, the interest rate reasonably determined by the Administrative Agent to reflect the cost of funds for the amount paid by the Administrative Agent on behalf of the relevant Borrower, each for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Loans on demand from the Borrowers (without duplication of the interest otherwise applicable thereto)relevant Borrower. (de) Subject to Section 4.18, Unless the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies Administrative Agent shall have been notified in writing by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest relevant Borrower prior to the date of any payment due to be made by such Borrower hereunder that such Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that such Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the relevant Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount paidwith interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the relevant Borrower.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each borrowing by any Borrower from the Lenders hereunder and any Each reduction of the Revolving Credit Commitments under any Facility of the Revolving Lenders shall be made pro rata according to the amounts of such Revolving Lenders’ Commitment Percentages. Each payment (including each prepayment) by the Borrower on account of principal of and interest on Loans which are ABR Loans shall be made pro rata according to the respective Commitment Percentages, as applicable, outstanding principal amounts of such ABR Loans then held by the Lenders of the Lenders under such Facilityapplicable Class. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the Borrower on account of principal of and interest on Loans which are Eurocurrency Loans designated by the Borrower to be applied to a particular Eurocurrency Borrowing shall be made pro rata according to the respective outstanding principal amounts of such Loans then held by the Lenders of the applicable Class. Each payment (including each prepayment) by the Borrower on account of principal of and fees interest on the Swingline Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Swingline Loans and Reimbursement Obligations under such Facilityor participating interests therein, respectivelyas the case may be, then held by the relevant Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (10:00 a.m., New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the Lenders of the applicable Lenders Class, at the Administrative Agent’s New York office specified in Section 11.2 in United States Dollars 9.01 in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders entitled thereto promptly upon receipt 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 obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (cb) Unless Subject to Section 2.12, unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 2.13(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Revolving Loans hereunder, on demand demand, from the Borrowers (Borrower, but without duplication of prejudice to any right or claim that the interest otherwise applicable thereto)Borrower may have against such Lender. (dc) Subject If at any time insufficient funds are received by and available to Section 4.18the Administrative Agent to pay fully all amounts of principal, the application of any unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of Loans (including optional interest and mandatory prepayments)fees then due hereunder, along ratably among the parties entitled thereto in accordance with the application amounts of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Documentinterest and fees then due to such parties, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, and (ii) second, to Eurodollar Loans. Each towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the Eurodollar Loans shall be accompanied by accrued interest parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to the date of such payment on the amount paidparties.

Pro Rata Treatment and Payments. (a) Other than Except as expressly set forth hereincontemplated by this Agreement, including, without limitation, Sections 2.5, 5.5, 5.6, 5.8, 6.5, 7, 16.1, 16.5, 16.13(h) and 16.14 hereof, each borrowing by any Borrower from the Lenders hereunder and any reduction of the Commitments under any Facility shall be made pro rata according to the respective Commitment Percentages, as applicable, of the Lenders under such Facility. Other than as expressly set forth herein, each payment (including each prepayment) by any Borrower on account of the principal of and interest on the Advances and fees on the Loans and Reimbursement Obligations under any Facility described in this Agreement shall be made to or by, as the case may be, each Lender according to their respective pro rata according percentage. Other than payments to be applied to principal, payment of which is addressed in Sections 2.4(c) and 4.4(c) hereof, the Agent will distribute each payment to the respective outstanding principal amounts of Lenders promptly following receipt thereof (and in any event on the Loans and Reimbursement Obligations under same Business Day as the date when received, if such Facility, respectively, then held by the Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interest, fees is received at or otherwise, shall be made without set-off or counterclaim and shall be made prior to 1:00 p.m. 12:00 noon (New York City time) on the due date thereof to the Administrative Agent for the account of the applicable Lenders at the Administrative Agent’s office specified in Section 11.2 in United States Dollars in immediately available funds)). The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (c) Unless the Administrative Agent shall have been notified in writing by any Lender received notice from Borrower prior to a borrowing the date on which any payment is due to Lenders hereunder that such Lender Borrower will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agentpayment in full, the Administrative Agent may assume that Borrower has made such Lender is making payment in full to Agent on such amount available to the Administrative Agent, date and the Administrative Agent may, in reliance upon such assumption, make available cause to be distributed to each Lender on such date or any date thereafter an amount equal to the Borrowers a corresponding amountamount then due such Lender. If such amount is not made available and to the Administrative Agent by the required time on the Borrowing Date thereforextent Borrower shall not have so made such payment in full to Agent, such each Lender shall pay repay to the Administrative Agent forthwith on demand such amount distributed to such Lender, together with interest thereon for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to Agent, at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans on demand from the Borrowers (without duplication of the interest otherwise applicable thereto)Rate. (db) Pursuant to the Concentration Account Agreement, Borrower has agreed that all amounts deposited into the Concentration Account shall be transferred to the Payment Office or as otherwise directed by the Agent on a daily basis. Subject to Section 4.1814.5 hereof, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, all amounts so transferred shall be made applied to each the Lender based upon its Commitment Percentage, Debt as mandatory prepayments thereof as follows: first, to Base Rate Loans and, Advances until all Base Rate Advances are paid in full; and second, to Eurodollar Loans. Each the payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of all other Lender Debt that is then due and payable until such payment on the amount paidLender Debt is paid in full.

Pro Rata Treatment and Payments. (a) Other Each borrowing of Revolving Loans (other than as expressly set forth herein, each borrowing Swing Line Loans) by any Borrower of the Borrowers from the Lenders hereunder shall be made, each payment by any of the Borrowers on account of any commitment fee in respect of the Revolving Commitments hereunder shall be allocated by the Administrative Agent, and any reduction of the Revolving Commitments under any Facility of the Lenders shall be made allocated by the Administrative Agent, pro rata according to the respective relevant Revolving Commitment Percentages, as applicable, Percentages of the Lenders under such FacilityLenders. Other than as expressly set forth herein, each Each payment (including each prepayment) by any Borrower of the Borrowers on account of principal of and interest and fees on the any Revolving Loans and Reimbursement Obligations under any Facility shall be made allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of the such Revolving Loans and Reimbursement Obligations under such Facility, respectively, then held by the respective Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers any Borrower hereunder, whether on account of principal, interest, fees fees, Reimbursement Obligations or otherwise, shall be made without set-off or counterclaim and shall be made prior to 1:00 p.m. (p.m., New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders holding the relevant Loans or the L/C Participants, as the case may be, at the Administrative Agent’s office specified in Section 11.2 subsection 11.2, and shall be made in United States Dollars and in immediately available funds. Payments received by the Administrative Agent after such time shall be deemed to have been received on the next Business Day. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt such Lenders, if any such payment is received prior to 1:00 p.m., New York City time, on a Business Day, in like funds as receivedreceived prior to the end of such Business Day, and otherwise the Administrative Agent shall distribute such payment to such Lenders on the next succeeding Business Day. If any payment hereunder (other than payments on Eurodollar the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due from such Borrower to the Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of any extension of any payment of principal pursuant the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the preceding two sentencesAdministrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Lender with interest thereon, interest thereon shall be payable at for each day from and including the then applicable rate during date such extensionamount is distributed to it to but excluding the date of payment to the Administrative Agent, the daily average Federal Funds Effective Rate as quoted by the Administrative Agent. (cb) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Revolving Commitment Percentage of such borrowing available to the Administrative such Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers any Borrower in respect of such borrowing a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate as quoted by the Administrative Agent, or another bank of recognized standing reasonably selected by the Administrative Agent, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 subsection 4.8(b) shall be conclusive in the absence of manifest error. If such Lender’s Revolving Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, (x) the Administrative Agent shall notify the Borrower Representative of the failure of such Lender to make such amount available to the Administrative Agent and the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Loans hereunder, on demand demand, from such Borrower and (y) then such Borrower may, without waiving or limiting any rights or remedies it may have against such Lender hereunder or under applicable law or otherwise, borrow a like amount on an unsecured basis from any commercial bank for a period ending on the Borrowers (without duplication of the interest otherwise applicable thereto)date upon which such Lender does in fact make such borrowing available. (dc) Subject Notwithstanding anything contained in this Agreement: (i) If at any time a Lender shall not make a Revolving Loan required to Section 4.18be made by it hereunder (any such Lender, a “Defaulting Lender”), the application Borrower Representative shall have the right to seek one or more Persons reasonably satisfactory to the Administrative Agent and the Borrower Representative to each become a substitute Lender and assume all or part of the Revolving Commitment of such Defaulting Lender. In such event, the Borrower Representative, the Administrative Agent and any such substitute Lender shall execute and deliver, and such Defaulting Lender shall thereupon be deemed to have executed and delivered, an appropriately completed Assignment and Acceptance to effect such substitution. (ii) In determining the Required Lenders, any Lender that at the time is a Defaulting Lender (and the Revolving Loans and/or Revolving Commitment of such Defaulting Lender) shall be excluded and disregarded. No commitment fee shall accrue for the account of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (iii) If at any time any Borrower shall be required to make any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan DocumentDocument to or for the account of a Defaulting Lender, then such Borrower, so long as it is then permitted to borrow Revolving Loans hereunder, may set off and otherwise apply its obligation to make such payment against the obligation of such Defaulting Lender to make such Defaulted Loan. In such event, the amount so set off and otherwise applied shall be deemed to constitute a Revolving Loan by such Defaulting Lender made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to on the date of such set-off and included within any borrowing of Revolving Loans as the Administrative Agent may reasonably determine. (iv) If, with respect to any Defaulting Lender, which for the purposes of this subsection 4.8(c)(iv), shall include any Lender that has taken any action or become the subject of any action or proceeding of a type described in subsection 9(f), any Borrower shall be required to pay any amount under any Loan Document to or for the account of such Defaulting Lender, then any Borrower, so long as it is then permitted to borrow Revolving Loans hereunder, may satisfy such payment on obligation by paying such amount to the amount paidAdministrative Agent, to be (to the extent permitted by applicable law and to the extent not utilized by the Administrative Agent to satisfy obligations of the Defaulting Lender owing to it) held by the Administrative Agent in escrow pursuant to its standard terms (including as to the earning of interest), and applied (together with any accrued interest) by it from time to time to make any Revolving Loans or other payments as and when required to be made by such Defaulting Lender hereunder.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder and any reduction of the Commitments under any Facility shall be made pro rata according to the respective Commitment Percentages, as applicable, Commitments of the Lenders. Any reduction of the Commitments of the Lenders under such Facility. Other than as expressly set forth herein, each payment (including each prepayment) by any Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective Commitments of the Lenders. Each payment by the Borrower on account of any commitment fee with respect to any period shall be made pro rata according to the respective average daily Available Commitments of the Lenders for such period. (b) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the then Dollar Equivalent of the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (bc) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified in Section 11.2 in United States Dollars Funding Office, in immediately available funds. Payments and prepayments of principal of and interest on Loans denominated in the Optional Currency shall be made in the Optional Currency; payments and prepayments of all other amounts hereunder shall be made in the Base Currency. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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. (cd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing Borrowing Date that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing on such date available to the Administrative Agent, the Administrative Agent may assume that such Lender is making has made such amount available to the Administrative AgentAgent on such Borrowing Date, and the Administrative Agent may, but shall not be so required to, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on such Borrowing Date, and if the Borrowing Date thereforAdministrative Agent makes such corresponding amount available to the Borrower, then such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon thereon, at a rate equal to the daily average greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 paragraph shall be conclusive in the absence of manifest error. If the Administrative Agent makes such Lender’s Commitment Percentage 's share of such borrowing available to the Borrower, and if such Lender's share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans ABR Loans, on demand demand, from the Borrowers (without duplication Borrower. The failure of any Lender to make any Loan on any Borrowing Date shall not relieve any other Lender of its obligation hereunder to make a Loan on such Borrowing Date pursuant to the interest otherwise applicable thereto)provisions contained herein, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on any Borrowing Date. (de) Subject to Section 4.18, Unless the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies Administrative Agent shall have been notified in writing by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three (3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount paidwith interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each borrowing by any Borrower from the Lenders hereunder and any reduction of the Commitments under any Facility shall be made pro rata according to the respective Commitment Percentages, as applicable, of the Lenders under such Facility. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the U.S. Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of the such ABR Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments Lenders of the applicable Class. Each payment (including prepaymentseach prepayment) to be made by the Borrowers hereunder U.S. Borrower on account of principal of and interest on Loans (other than Base which are Eurocurrency Rate Loans on any day other than designated by a Borrower to be applied to a particular Eurocurrency Rate Borrowing shall be made pro rata according to the Maturity Date respective outstanding principal amounts of such Loans) shall be accompanied Loans then held by a payment in an amount equal to all accrued and unpaid interest on such Loansthe Lenders of the applicable Class. All payments (including prepayments) to be made by the Borrowers a Borrower hereunder, whether on account of principal, 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) 10:00 a.m., local time in the place of payment, on the due date thereof to the Administrative Agent Applicable Agent, for the account of the Lenders of the applicable Lenders Class, in the case of Loans to the U.S. Borrower, at the Administrative Agent’s 's New York office specified in Section 11.2 10.01 and, in United States Dollars the case of Loans to the European Borrower, at the European Agent's office specified in Section 10.01, in the currency in which the applicable obligation is denominated and in immediately available funds. The Administrative Applicable Agent shall distribute such payments to the appropriate Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Eurocurrency Rate Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate Applicable Margin during such extension. If any payment on a Eurodollar Eurocurrency Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at then Applicable Margin during such extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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. (cb) Unless Subject to Section 2.12, unless the Administrative Applicable Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Applicable Agent, the Administrative Applicable Agent may assume that such Lender is making such amount available to the Administrative Applicable Agent, and the Administrative Applicable Agent may, in reliance upon such assumption, make available to the Borrowers relevant Borrower a corresponding amount. If such amount is not made available to the Administrative Applicable Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Applicable Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Applicable Agent. A certificate of the Administrative Applicable Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 2.13(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage 's share of such borrowing is not made available to the Administrative Applicable Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Applicable Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Revolving Loans hereunder, on demand demand, from the Borrowers (relevant Borrower, but without duplication of the interest otherwise applicable thereto)prejudice to any right or claim that such Borrower may have against such Lender. (dc) Subject If at any time insufficient funds are received by and available to Section 4.18the Applicable Agent to pay fully all amounts of principal, the application of any unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of Loans (including optional interest and mandatory prepayments)fees then due hereunder, along ratably among the parties entitled thereto in accordance with the application amounts of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Documentinterest and fees then due to such parties, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, and (ii) second, to Eurodollar Loans. Each towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the Eurodollar Loans shall be accompanied by accrued interest parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to the date of such payment on the amount paidparties.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder and any reduction of the Term Loan Commitments under any Facility or the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Term Loan Commitment Percentages or Revolving Credit Commitment Percentages, as applicable, of the Lenders under such FacilityLenders. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Term Loans and Reimbursement Obligations under any Facility or the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans and Reimbursement Obligations under such Facilityor the Revolving Credit Loans, respectivelyas applicable, then held by the Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off or counterclaim and shall be made prior to 1:00 p.m. (2:00 p.m., New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s 's office specified in Section 11.2 13.2, in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (cb) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its 364-Day Revolving Credit Commitment Percentage, Five Year Revolving Credit Commitment Percentage or Term Loan Percentage, as applicable, of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 shall be conclusive in the absence of manifest error. If such Lender’s 's 364-Day Revolving Credit Commitment Percentage, Five Year Credit Commitment Percentage or Term Loan Percentage, as applicable, of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans hereunder, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)Borrower. (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each borrowing by any Borrower from the Lenders hereunder and any reduction of the Commitments under any Facility shall be made pro rata according to the respective Commitment Percentages, as applicable, of the Lenders under such Facility. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of the such ABR Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments . Each payment (including prepaymentseach prepayment) to be made by the Borrowers hereunder Borrower on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) Loans which are Eurodollar Loans designated by the Borrower to be made by the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, applied to a particular Eurodollar Borrowing shall be made without set-off or counterclaim and pro rata according to the respective outstanding principal amounts of such Loans then held by the Lenders. All such payments shall be made prior to 1:00 p.m. (New York City time) on the due date thereof to the Administrative Agent for the account of the applicable Lenders at the Administrative Agent’s office specified as set forth in Section 11.2 in United States Dollars in immediately available funds9.01(a) or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower, except payments pursuant to Sections 2.14, 2.15 and 9.05 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate Lenders recipient promptly upon following receipt in like funds as receivedthereof. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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. (cb) Unless Subject to Section 2.10, unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing Borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing Borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such corresponding amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not fact made available to the Administrative Agent by such Lender within three (3a “Defaulting Lender”) Business Days of and the Administrative Agent has made available such Borrowing Dateamount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount with interest thereon in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at the a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable to Base Rate Loans on demand from rate of interest, calculated in accordance with Section 2.06, for the Borrowers (without duplication of the interest otherwise applicable thereto)respective Loans. (dc) Subject If at any time insufficient funds are received by and available to Section 4.18the Administrative Agent to pay fully all amounts of principal, the application of any interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of Loans (including optional interest and mandatory prepayments)fees then due hereunder, along ratably among the parties entitled thereto in accordance with the application amounts of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Documentinterest and fees then due to such parties, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, and (ii) second, to Eurodollar Loans. Each towards payment of principal then due hereunder, ratably among the Eurodollar Loans shall be accompanied by accrued interest parties entitled thereto in accordance with the amounts of principal then due to the date of such payment on the amount paidparties.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each borrowing by any Borrower from the Lenders hereunder and any reduction of the Commitments under any Facility shall be made pro rata according to the respective Commitment Percentages, as applicable, of the Lenders under such Facility. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the LendersLenders under each applicable Class. Amounts prepaid on account of the Loans may not be reborrowed. (b) All The borrowing by the Borrower of Loans on any Borrowing Date from the Lenders hereunder shall be made pro rata according to the Commitment Percentages of the Lenders under each applicable Class in effect on such Borrowing Date. Unless otherwise set forth herein, (i) all payments (including prepayments) to be made by the Borrowers Borrower hereunder on account in respect of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment amounts denominated in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers hereunderPounds Sterling, whether on account of principal, interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 1:00 p.m. (10:00 A.M., New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders relevant Lenders, at the Administrative Agent’s office specified in Section subsection 11.2 for Pounds Sterling, in United States Dollars Pounds Sterling and (ii) all payments (including prepayments) to be made by the Borrower hereunder in respect of amounts denominated in Dollars, whether on account of principal, interest, fees or otherwise, shall be made without set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the relevant Lenders, at the Administrative Agent’s office specified in subsection 11.2 for payments denominated in Dollars, and in each case in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate relevant 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 obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (c) Unless Notwithstanding the Administrative Agent shall have been notified in writing by any Lender prior to foregoing, payments may be made on a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing non pro rata basis under this Section 4.9 shall be conclusive Agreement in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available order to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled give effect to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans on demand from the Borrowers (without duplication of the interest otherwise applicable thereto)subsection 2.4. (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any a Borrower from the Lenders hereunder hereunder, each payment by a Borrower on account of any commitment fee and any reduction of the Commitments under any Facility of the Lenders shall be made pro rata according to the respective Commitment Term Percentages or Revolving Percentages, as applicablethe case may be, of the Lenders under such Facility. Other than as expressly set forth herein, each relevant Lenders. (b) Each payment (including each prepayment) by any the Borrowers on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of such Term Loans then held by the relevant Term Lenders. Amounts prepaid on account of the Term Loans may not be reborrowed. (c) Each payment (including each prepayment) by a Borrower on account of principal of and interest and fees on the Revolving Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans and Reimbursement Obligations under such Facility, respectively, then held by the Revolving Lenders. (bd) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made free and clear of and without set-off condition or counterclaim deduction for any counterclaim, defense, recoupment or setoff and shall be made prior to 1:00 p.m. (2:00 p.m., New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified Funding Office, in Section 11.2 in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders each relevant Lender promptly upon receipt in like funds as received, net of any amounts owing by such Lender pursuant to Section 9.7. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (ce) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers applicable Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon thereon, at a rate equal to the daily average greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Loans under the relevant Facility, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)Borrower. (df) Subject to Section 4.18, Unless the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies Administrative Agent shall have been notified in writing by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest Borrowers’ Agent prior to the date of any payment due to be made by a Borrower hereunder that such Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that such Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers. (g) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.7(b), 2.7(c), 2.17(e), 2.17(f), 3.4(a) or 9.7, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swingline Lender or the Issuing Lender to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion. (h) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.7 are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 9.7 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under Section 9.7.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder and any reduction of the Commitments under any Facility of the Lenders shall be made pro rata according to their respective Commitments. Subject to the respective Commitment Percentages, as applicable, provisions of Section 8.7 of the Lenders under such Facility. Other than as expressly set forth hereinParticipation Agreement and Section 2.11(b) hereof, each payment (including without limitation each prepayment) by any the Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of on the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) . All payments (including without limitation prepayments) to be made by the Borrowers Borrower hereunder on account of principal of Loans (other than Base Rate Loans on any day other than and under the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers hereunderNotes, whether on account of principal, interest, fees interest or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (New York City 12:00 Noon, Charlotte, North Carolina time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s 's office specified in Section 11.2 9.2, in United States Dollars and in immediately available funds. The Administrative Agent shall endeavor to distribute such payments to the appropriate Lenders promptly upon 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 obligation shall be extended to the next succeeding Business Day; provided, andhowever, if such payment includes an amount of interest calculated with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended reference to the next succeeding Business Day unless Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month in which event 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. (cb) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 2.10(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage 's share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans as set forth above on demand from the Borrowers (without duplication of the interest otherwise applicable thereto)Borrower. (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each borrowing by any Borrower from the Lenders hereunder and any reduction Any prepayment of the Commitments under any Facility Loans shall be made pro rata according applied to the respective Commitment Percentages, as applicable, of the Lenders under such Facilitythen outstanding Loans. Other than as expressly set forth herein, each payment (including each prepayment) by any Borrower Amounts prepaid on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall may not be made pro rata according to the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lendersreborrowed. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off condition or counterclaim deduction for any counterclaim, defense, recoupment or setoff and shall be made prior to 1:00 p.m. (2:00 P.M., New York City time) , on the due date thereof to the Administrative Agent for the account of the applicable Lenders Lender at the Administrative Agent’s office specified Funding Office, in Section 11.2 in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to Any payment received by the appropriate Lenders promptly upon receipt Lender after 2:00 P.M., New York City time, may, in like funds as received. If any payment hereunder (other than payments the Lender’s discretion be deemed received on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect Day and any applicable interest or fee shall continue to payments of principal, interest thereon shall be payable at the then applicable rate during such extensionaccrue. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentencessentence, interest thereon shall be payable at the then applicable rate during such extension. (c) Unless Nothing herein shall be deemed to obligate the Administrative Agent shall have been notified Lender to obtain the funds for any Loan in writing by any Lender prior particular place or manner or to constitute a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent representation by the required time on Lender that it has obtained or will obtain the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate funds for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to Loan in any amounts owing under this Section 4.9 shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans on demand from the Borrowers (without duplication of the interest otherwise applicable thereto)particular place or manner. (d) Subject If at any time insufficient funds are received by and available to Section 4.18the Lender to pay fully all amounts of principal, the application of any interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of Loans interest and fees, then due hereunder, and (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, ii) second, to Eurodollar Loans. Each toward payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paidprincipal then due hereunder.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments under any Facility shall be made pro rata according to the respective Commitment L/C Percentages or Revolving Percentages, as applicablethe case may be, of the Lenders under such Facility. Other than as expressly set forth herein, each relevant Lenders. (b) Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Revolving Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans and Reimbursement Obligations under such Facility, respectively, then held by the Revolving Lenders. (bc) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off condition or counterclaim deduction for any counterclaim, defense, recoupment or setoff and shall be made prior to 1:00 p.m. (New York City time) 10:00 A.M. on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified Funding Office, in Section 11.2 Dollars (except as otherwise provided herein with respect to a Foreign Currency) and in United States Same Day Funds. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in a Foreign Currency, the Borrower shall make such payment in Dollars in immediately available fundsthe Dollar Equivalent of the Foreign Currency payment amount. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. Any payment received by the Administrative Agent after 10:00 A.M. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment hereunder (other than payments on Eurodollar the SOFR Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar SOFR Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (cd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a the proposed date of any borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making has made such amount available to the Administrative AgentAgent on such date in accordance with Section 2, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not in fact made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall and the Borrower severally agree to pay to the Administrative Agent forthwith, on demand written demand, such corresponding amount with interest thereon thereon, for each day from and including the date on which such amount is made available to the Borrower but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, a rate equal to the daily average greater of (A) the Federal Funds Effective Rate and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrower, the rate per annum applicable to ABR Loans under the relevant Facility. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the period until same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender makes pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, with interest thereon, for each day from and including the date such amount immediately is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Nothing in this clause (e) shall be deemed to limit the rights of Administrative Agent or any Lender against any Loan Party. (f) If any Lender makes available to the Administrative Agent. A certificate Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 2, and such funds are not made available to the Borrower by the Administrative Agent submitted because the conditions to the applicable extension of credit set forth in Section 5.1 or Section 5.2 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (g) The obligations of the Lenders hereunder to (i) make Revolving Loans, (ii) fund its participations in L/C Disbursements in accordance with its respective L/C Percentage, (iii) fund its respective Swingline Participation Amount of any Swingline Loan, and (iv) make payments pursuant to Section 9.7, as applicable, are several and not joint. The failure of any Lender to make any such Loan or, as applicable, to fund any such participation or to make any such payment under Section 9.7 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its applicable Loan, to purchase its participations, as applicable, or to make its payment under Section 9.7. (h) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. (i) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees, Overadvances then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees, Overadvances then due to such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (j) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the principal of or interest on any Loan made by it, its participation in the L/C Exposure or other obligations hereunder, as applicable (other than pursuant to a provision hereof providing for non-pro rata treatment), in excess of its Revolving Percentage or L/C Percentage, as applicable, of such payment on account of the Loans or participations obtained by all of the Lenders, such Lender shall (a) notify the Administrative Agent of the receipt of such payment, and (b) within five (5) Business Days of such receipt purchase (for cash at face value) from the other Revolving Lenders or L/C Lenders, as applicable (through the Administrative Agent), without recourse, such participations in the Revolving Loans made by them and/or participations in the L/C Exposure held by them, as applicable, or make such other adjustments as shall be equitable, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of the other Lenders in accordance with their respective Revolving Percentages or L/C Percentages, as applicable; provided, however, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest and (ii) the provisions of this clause (k) shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment or sale of a participation in any of its Loans or participations in L/C Disbursements to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this clause (k) shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13(j) may exercise all its rights of payment (including the right of set-off) with respect to any amounts owing under such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. No documentation other than notices and the like referred to in this Section 4.9 2.13(j) shall be required to implement the terms of this Section 2.13(j). The Administrative Agent shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section 2.13(j) and shall in each case notify the Revolving Lenders or the L/C Lenders, as applicable, following any such purchase. If The provisions of this Section 2.13(j) shall not be construed to apply to (i) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (ii) the application of Cash Collateral provided for in Section 3.10, or (iii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-participations in any L/C Exposure to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section 2.13(j) shall apply). The Borrower consents on behalf of itself and each other Loan Party to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such Lender’s Commitment Percentage participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such borrowing is not made available to participation. No amounts received by the Administrative Agent by such or any Lender within three from any Guarantor that is not a Qualified ECP Guarantor shall be applied in partial or complete satisfaction of any Excluded Swap Obligations. (3k) Business Days of such Borrowing DateNotwithstanding anything to the contrary in this Agreement, the Administrative Agent shall also may, in its discretion at any time or from time to time, without the Borrower’s request and even if the conditions set forth in Section 5.2 would not be entitled satisfied, make a Revolving Loan in an amount equal to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans on demand from the Borrowers (without duplication portion of the Obligations constituting overdue interest otherwise applicable thereto). (d) Subject and fees and Swingline Loans from time to Section 4.18time due and payable to itself, any Revolving Lender, the application Swingline Lender or the Issuing Lender, and apply the proceeds of any payment of such Revolving Loan to those Obligations; provided that after giving effect to any such Revolving Loan, the aggregate outstanding Revolving Loans (including optional and mandatory prepayments), along with will not exceed the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paidTotal Revolving Commitments then in effect.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder and any reduction of the Commitments under any Facility of the Lenders shall be made pro rata according to the respective Commitment Percentages, as applicable, Percentages of the Lenders under such FacilityLenders. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Revolving Credit Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s 's office specified in Section 11.2 subsection 9.2, in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (cb) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 subsection shall be conclusive in the absence of manifest error. If such Lender’s 's Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Loans hereunder, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)Borrower. (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee or Borrowing Base increase fee hereunder and any reduction of the Revolving Credit Commitments under any Facility of the Lenders shall be made pro rata according to the respective Commitment Percentages, as applicable, Percentages of the Lenders under such FacilityLenders. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s 's office specified in Section 11.2 subsection 11.2, in United States Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If Subject to the proviso in clause (1) of the definition of "Interest Period", if any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (cb) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 subsection shall be conclusive in the absence of manifest error. If such Lender’s 's Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Loans hereunder, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)Borrower. (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.

Pro Rata Treatment and Payments. (a) Other Each payment by the Company on account of any fee hereunder (other than as expressly set forth herein, each borrowing by any Borrower from the Lenders hereunder and any reduction of the Commitments under any Facility in subsection 4.7) shall be made pro rata according to the respective Commitment Percentages, as applicable, Relevant Percentages of the Lenders under such Facilityentitled thereto. Other than as expressly set forth herein, each Each payment (including each prepayment) by any Borrower the Company on account of principal of and interest and fees on the Loans (other than as set forth in subsections 4.16, 4.17 and Reimbursement Obligations under any Facility 4.18) shall be made pro rata according to the respective outstanding principal amounts Relevant Percentages of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such LoansLenders entitled thereto. All payments (including prepayments) to be made by the Borrowers hereunder, whether Company on account of principal, interest, interest and 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 applicable Lenders Lenders, at the Administrative Agent’s office specified located at 0000 Xxxxxx Xxxxxx, 8th Floor, Houston, Texas 77002, in Section 11.2 in lawful money of the United States Dollars of America and in immediately available funds. The Administrative Agent shall promptly distribute such payments ratably to the appropriate Lenders promptly upon receipt 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 obligation 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 Business Working Day, the maturity thereof shall be extended to the next succeeding Business Working Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension unless the result of such extension would be to extend such payment into another calendar month in which event such payment shall be made on the immediately preceding Business Working Day. 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. (cb) Unless the Administrative Agent shall have been notified All payments and prepayments (other than mandatory prepayments as set forth in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, subsection 4.4 and the Administrative Agent may, other than prepayments as set forth in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender subsection 4.17 with respect to any amounts owing under this Section 4.9 increased costs) of Eurodollar Loans hereunder shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of amounts and be made pursuant to such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Dateelections so that, after giving effect thereto, the Administrative Agent shall also be entitled to recover such aggregate principal amount with interest thereon at the rate per annum applicable to Base Rate of all Eurodollar Loans on demand from the Borrowers (without duplication of the interest otherwise applicable thereto). (d) Subject to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments), along with the application same Interest Period shall not be less than $2,500,000 or a whole multiple of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paid$1,000,000 in excess thereof.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each The borrowing of the Loans by any the Borrower from the Lenders hereunder and each payment by the Borrower on account of any reduction of the Commitments under any Facility fee payable hereunder shall be made pro rata according to the respective Commitment Percentages, as applicable, Pro Rata Shares of the Lenders under such FacilityLenders. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts Pro Rata Shares of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments (including prepayments) to be made by the Borrowers Borrower hereunder on account of principal of Loans (and under any other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers hereunderLoan Documents, whether on account of principal, interest, interest and fees or otherwise, shall be made without set-off or counterclaim and shall be made prior to 1:00 p.m. (12:00 P.M., New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified set forth in Section 11.2 9.2, in lawful money of the United States Dollars of America and in immediately available funds. Any amounts received after such time on any date shall be deemed to have been received on the next succeeding Business Day for the purposes of calculating interest thereon. The Administrative Agent shall distribute such payments to the appropriate Lenders each Lender to its Eurodollar Office or Domestic Office, as applicable, 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 obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (c) Unless the Administrative Agent shall have been notified in writing If at any time insufficient funds are received by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date thereforto pay fully all amounts of principal, interest and fees then due hereunder, such Lender shall pay to the Administrative Agent on demand such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 funds shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three applied (3i) Business Days of such Borrowing Datefirst, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans on demand from the Borrowers (without duplication of the interest otherwise applicable thereto). (d) Subject to Section 4.18, the application of any towards payment of Loans (including optional interest and mandatory prepayments)fees then due hereunder, along ratably among the parties entitled thereto in accordance with the application amounts of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders hereunder or under any Loan Documentinterest and fees then due to such parties, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, and (ii) second, to Eurodollar Loans. Each towards payment of principal then due hereunder, ratably among the Eurodollar Loans shall be accompanied by accrued interest parties entitled thereto in accordance with the amounts of principal then due to the date of such payment on the amount paidparties.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each borrowing by any Borrower from the Lenders hereunder and any Each reduction of the Revolving Commitments under any Facility of the Revolving Lenders shall be made pro rata according to the amounts of such Revolving Lenders’ Commitment Percentages. Each payment (including each prepayment) by the Borrower on account of principal of and interest on Loans which are ABR Loans shall be made pro rata according to the respective Commitment Percentages, as applicable, outstanding principal amounts of such ABR Loans then held by the Lenders of the Lenders under such Facilityapplicable Class. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the Borrower on account of principal of and interest on Loans which are Eurodollar Loans designated by the Borrower 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 of the applicable Class. Each payment (including each prepayment) by the Borrower on account of principal of and fees interest on the Swingline Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Swingline Loans and Reimbursement Obligations under such Facilityor participating interests therein, respectivelyas the case may be, then held by the relevant Lenders. (b) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, 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 Agent, for the account of the Lenders of the applicable Lenders Class, at the Administrative Agent’s office Office specified in Section 11.2 9.01 in United States 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 distribute such payments to the appropriate 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 obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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. (cb) Unless Subject to Section 2.12, unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing Borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing Borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 2.13(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing Borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Revolving Loans hereunder, on demand demand, from the Borrowers Borrower, but without prejudice to any right or claim that the Borrower may have against such Lender. (without duplication c) Subject to Section 7.05, if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest otherwise applicable thereto)and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties. (d) Subject to Section 4.18Notwithstanding the foregoing clauses, the application of any if there exists a Defaulting Lender each payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies by the Agents for the Lenders Borrower to such Defaulting Lender hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paidapplied in accordance with Section 2.23(b).

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any Borrower from the Lenders hereunder hereunder, each payment by any Borrower on account of any facility fee and any reduction of the Revolving Commitments under any Facility of the Lenders shall be made pro rata according to the respective Commitment US$ Revolving Percentages or Multicurrency Revolving Percentages, as applicablethe case may be, of the Lenders under such Facility. Other than as expressly set forth herein, each relevant Lenders. (b) Each payment (including each any prepayment) by any Borrower on account of principal of and interest and fees on the Term Loans and Reimbursement Obligations under any a particular Facility shall be made pro rata according to the respective outstanding principal amounts of the Term Loans and Reimbursement Obligations under such Facility, respectively, then held by the LendersTerm Lenders under such Facility. Amounts repaid or prepaid on account of the Term Loans may not be reborrowed. (bc) Each payment by any Borrower on account of principal of and interest on the Revolving Loans under a particular Facility shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders under such Facility. (d) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, 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) 12:00 Noon, Local Time, on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders Lenders, at the Administrative Agent’s office specified Funding Office, in Section 11.2 in United States Dollars or the relevant Alternative Currency and in immediately available funds. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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. (ce) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers relevant Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon thereon, at a rate equal to the daily average rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (or, in the case of Dollar-denominated Loans, if greater, the Federal Funds Effective Rate Rate), for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Loans (or, in the case of Alternative Currency Loans, the relevant rate applicable thereto) under the relevant Facility, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)relevant Borrower. (df) Subject to Section 4.18, Unless the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies Administrative Agent shall have been notified in writing by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest relevant Borrower prior to the date of any payment due to be made by the relevant Borrower hereunder that the relevant Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that such Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the relevant Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount paidwith interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate (or, in the case of Alternative Currency Loans, the Cost of Funds Rate). Nothing in this Section 2.17(f) shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each borrowing by any Borrower from the Lenders hereunder and any Each reduction of the Term Commitments under any Facility of the Lenders shall be made pro rata according to the Lenders’ respective Commitment Percentages, as applicable, of the Lenders under such Facility. Other than as expressly set forth herein, each Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility which are ABR Loans shall be made pro rata according to the respective outstanding principal amounts of the such ABR Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (b) All payments . Each payment (including prepaymentseach prepayment) to be made by the Borrowers hereunder Borrower on account of principal of and interest on Eurodollar Loans (other than Base Rate Loans on any day other than designated by the Maturity Date Borrower to be applied to a particular Eurodollar Tranche shall be made pro rata according to the respective outstanding principal amounts of such Loans) shall be accompanied Eurodollar Loans of such Tranche then held by a payment in an amount equal to all accrued and unpaid interest on such Loansthe Lenders. All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , in respect of payments of principal or interest relating to Loans made in the New York Funding Office, in each case, on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders at the Administrative Agent’s office specified Lenders, in Section 11.2 in United States Dollars in immediately available fundsDollars. The Administrative Agent shall distribute such payments to the appropriate Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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. (cb) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 2.15(b) shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate ABR Loans hereunder, on demand demand, from the Borrowers (without duplication of the interest otherwise applicable thereto)Borrower. (dc) Subject If any Lender shall fail to make any payment required to be made by it pursuant to Section 4.18, the application of any payment of Loans (including optional and mandatory prepayments2.15(b), along with 2.18(c) or 9.7, then the application of Administrative Agent may, in its discretion and notwithstanding any proceeds obtained upon the exercise of remedies contrary provision hereof, (i) apply any amounts thereafter received by the Agents Administrative Agent for the Lenders hereunder or account of such Lender for the benefit of the Administrative Agent to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any Loan Documentsuch Section, shall be made to in the case of each Lender based upon of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest to the date of such payment on the amount paiddiscretion.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder hereunder, each payment by the Borrower on account of any facility fee or utilization fee and any reduction of the Commitments under any Facility of the Lenders shall be made pro rata according to the respective Commitment Percentages, as applicable, Loan Percentages of the Lenders under such Facility. Other than as expressly set forth herein, each Lenders. (b) Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (bc) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers hereunderBorrower, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders relevant Lenders, at the Administrative Agent’s office specified in Section 11.2 in United States Dollars its Funding Office, in immediately available funds. Except as otherwise specified in this Agreement, amounts owing hereunder on account of principal and interest on Loans shall be paid in the currency in which such Loan was borrowed, and amounts owing hereunder on account of fees shall be paid in Dollars. The Administrative Agent shall distribute such payments to the appropriate relevant Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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. (cd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, (i) in the case of amounts denominated in Dollars, such amount with interest thereon at a rate equal to the daily average greater of (x) the Federal Funds Effective Rate and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank < 23 > compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent or (ii) in the case of amounts denominated in Foreign Currencies, such amount with interest thereon at a rate determined by the Administrative Agent to be the cost to it of funding such amount until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage 's share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover (i) in the case of amounts denominated in Dollars, such amount with interest thereon at the rate per annum applicable to Base Rate Loans ABR Loans, on demand demand, from the Borrowers Borrower or (without duplication ii) in the case of amounts denominated in Foreign Currencies, such amount with interest thereon at a rate determined by the Administrative Agent to be the sum of (x) the cost to it of funding such amount plus (y) the Eurocurrency Applicable Margin, on demand, from the Borrower. The failure or refusal of any Lender to make available to the Administrative Agent such Lender's share of such borrowing shall not relieve any other Lender from its several obligation hereunder to make available to the Administrative Agent the amount of such other Lender's share of such borrowing. Nothing herein shall be deemed to limit the rights of the interest otherwise applicable thereto)Borrower against any Lender that has failed or refused to make available such Lender's share of any borrowing. (de) Subject to Section 4.18, Unless the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies Administrative Agent shall have been notified in writing by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each relevant Lender to which any amount which was made available pursuant to the preceding sentence, (i) in the case of amounts denominated in Dollars, such amount paidwith interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate and (ii) in the case of amounts denominated in Foreign Currencies, such amount with interest thereon at a rate per annum determined by the Administrative Agent to be the cost to it of funding such amount. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower with respect to such payment.

Pro Rata Treatment and Payments. (a) Other than as expressly set forth herein, each Each borrowing by any the Borrower from the Lenders hereunder hereunder, each payment by the Borrower on account of any facility fee and any reduction of the Commitments under any Facility of the Lenders shall be made pro rata according to the respective Commitment Percentages, as applicable, Loan Percentages of the Lenders under such Facility. Other than as expressly set forth herein, each Lenders. (b) Each payment (including each prepayment) by any the Borrower on account of principal of and interest and fees on the Loans and Reimbursement Obligations under any Facility shall be made pro rata according to the respective outstanding principal amounts of the Loans and Reimbursement Obligations under such Facility, respectively, then held by the Lenders. (bc) All payments (including prepayments) to be made by the Borrowers hereunder on account of principal of Loans (other than Base Rate Loans on any day other than the Maturity Date of such Loans) shall be accompanied by a payment in an amount equal to all accrued and unpaid interest on such Loans. All payments (including prepayments) to be made by the Borrowers hereunderBorrower, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 1:00 p.m. (12:00 Noon, New York City time) , on the due date thereof to the Administrative Agent Agent, for the account of the applicable Lenders relevant Lenders, at the Administrative Agent’s office specified in Section 11.2 in United States Dollars its Funding Office, in immediately available funds. Except as otherwise specified in this Agreement, amounts owing hereunder on account of principal and interest on Loans shall be paid in the currency in which such Loan was borrowed, and amounts owing hereunder on account of fees shall be paid in Dollars. The Administrative Agent shall distribute such payments to the appropriate relevant Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment obligation shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month month, in which event such payment shall be made on the immediately preceding Business Day. 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. (cd) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent Agent, on demand demand, (i) in the case of amounts denominated in Dollars, such amount with interest thereon at a rate equal to the daily average greater of (x) the Federal Funds Effective Rate and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent or (ii) in the case of amounts denominated in Euros, such amount with interest thereon at a rate determined by the Administrative Agent to be the cost to it of funding such amount until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 4.9 paragraph shall be conclusive in the absence of manifest error. If such Lender’s Commitment Percentage 's share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of after such Borrowing Date, the Administrative Agent shall also be entitled to recover (i) in the case of amounts denominated in Dollars, such amount with interest thereon at the rate per annum applicable to Base Rate Loans ABR Loans, on demand demand, from the Borrowers Borrower or (without duplication ii) in the case of amounts denominated in Euros, such amount with interest thereon at a rate determined by the Administrative Agent to be the sum of (x) the cost to it of funding such amount plus (y) the Eurocurrency Applicable Margin, on demand, from the Borrower. The failure or refusal of any Lender to make available to the Administrative Agent such Lender's share of such borrowing shall not relieve any other Lender from its several obligation hereunder to make available to the Administrative Agent the amount of such other Lender's share of such borrowing. Nothing herein shall be deemed to limit the rights of the interest otherwise applicable thereto)Borrower against any Lender that has failed or refused to make available such Lender's share of any borrowing. (de) Subject to Section 4.18, Unless the application of any payment of Loans (including optional and mandatory prepayments), along with the application of any proceeds obtained upon the exercise of remedies Administrative Agent shall have been notified in writing by the Agents for the Lenders hereunder or under any Loan Document, shall be made to each Lender based upon its Commitment Percentage, first, to Base Rate Loans and, second, to Eurodollar Loans. Each payment of the Eurodollar Loans shall be accompanied by accrued interest Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each relevant Lender to which any amount which was made available pursuant to the preceding sentence, (i) in the case of amounts denominated in Dollars, such amount paidwith interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate and (ii) in the case of amounts denominated in Euros, such amount with interest thereon at a rate per annum determined by the Administrative Agent to be the cost to it of funding such amount. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower with respect to such payment.