Common use of Pro Rata Treatment and Payments Clause in Contracts

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each borrowing of U.S. Revolving Credit Loans by the U.S. Borrower from the U.S. Lenders hereunder shall be made pro rata according to the Funding Commitment Percentages of the U.S. Lenders in effect on the date of such borrowing. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each payment (other than any optional prepayment) by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent pro rata according to the respective outstanding principal amounts thereof. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), 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 General Administrative Agent, for the account of the U.S. Lenders, at the General Administrative Agent's office specified in subsection 18.2, in Dollars and in immediately available funds. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same promptly upon receipt in like funds as received.

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

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each borrowing of U.S. Revolving Credit Loans by the U.S. Borrower from the U.S. Revolving Lenders hereunder shall be made pro rata according to the U.S. Dollar Funding Commitment Percentages of the U.S. Revolving Lenders in effect on the date of such borrowing. Each borrowing of Term Loans by the U.S. Borrower from the Term Lenders hereunder shall be made pro rata according to the Term Percentages of the Term Lenders in effect on the date of such borrowing. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Revolving Lenders in accordance with the respective amounts which such U.S. Revolving Lenders are entitled to receive pursuant to subsection 10.5(a9.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Revolving Lenders shall be allocated by the General Administrative Agent among the U.S. Revolving Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Revolving Lenders. Except as provided in subsection 2.5 or subsection 10.4(d9.4(d), each payment (other than any optional prepayment) by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Revolving Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent pro rata according to the respective outstanding principal amounts thereof. Each payment (including any optional prepayment) by the U.S. Borrower on account of principal of or interest on the Term Loans shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each Term Lender. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), 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 General Administrative Agent, for the account of the U.S. Revolving Lenders or the Term Lenders, as applicable, at the General Administrative Agent's office specified in subsection 18.217.2, in Dollars and in immediately available funds. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same promptly upon receipt in like funds as received.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each borrowing of U.S. Revolving Credit Loans by the U.S. Borrower from the U.S. Lenders hereunder shall be made pro rata according to the Funding Commitment Percentages of the U.S. Lenders in effect on the date of such borrowing. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a7.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d)2.5, each payment (other than any optional prepayment) by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent pro rata according to the respective outstanding principal amounts thereof. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans)hereunder, 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 General Administrative Agent, for the account of the U.S. Lenders, at the General Administrative Agent's office specified in subsection 18.215.2, in Dollars and in immediately available funds. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same promptly upon receipt in like funds as received.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by the U.S. Borrower from the U.S. Revolving Credit Lenders hereunder shall be made pro rata according to the Funding Commitment Percentages of the U.S. Lenders in effect on the date of such borrowing. Each made, each payment by the U.S. Borrower on account of any facility commitment fee in respect of the Revolving Credit Commitments hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any Agent, and any reduction of the U.S. Revolving Credit Commitments of the U.S. Revolving Credit Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders Agent, in each case, pro rata according to the U.S. relevant Revolving Credit Commitment Percentages of the U.S. Revolving Credit Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each Each payment (other than any optional including each prepayment) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. any Revolving Credit Loans shall be allocated by the General Administrative Agent pro rata according to the respective outstanding principal amounts thereofof such Revolving Credit Loans then held by the Revolving Credit Lenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on any Term Loans shall be allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Loan Lenders. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans)hereunder, whether on account of principal, interest, fees fees, Reimbursement Obligations or otherwise, shall be made without set-off or counterclaim or, except as permitted under subsection 4.11, other deduction and shall be made prior to 12:00 Noon1:00 P.M., New York City time, on the due date thereof to the General Administrative Agent, for the account of the U.S. LendersLenders holding the relevant Loans or the L/C Participants, as the case may be, at the General Administrative Agent's ’s office specified in subsection 18.213.2, in Dollars and or, in the case of L/C Obligations in any Designated Foreign Currency, such Designated Foreign Currency and, whether in Dollars or any Designated Foreign Currency, in immediately available funds. Payments received by the Administrative Agent after such time shall be deemed to have been received on the next Business Day. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled such Lenders, if any such payment is received prior to receive the same promptly upon receipt 1:00 P.M., New York City time, on a Business Day, in like funds as receivedreceived prior to the end of such Business Day and otherwise the Administrative Agent shall distribute such payment to such Lenders on the next succeeding Business Day. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by the U.S. Borrower from the U.S. Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder and any reduction of the Commitments of Lenders shall be made pro rata according to the Funding respective Commitment Percentages of the U.S. Lenders in effect on the date of such borrowing. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided during any period in subsection 2.5 or subsection 10.4(d)which an Event of Default has occurred and is continuing, each payment (other than any optional including each prepayment) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or Loans, and any application by the CAF Advances Administrative Agent of the proceeds of any Collateral, shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent made pro rata according to the respective outstanding principal amounts thereofof such Loans then held by the Lenders. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with in respect to Multicurrency Loans)of any Loan, whether on account of principal, interest, fees fees, expenses or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 12:00 Noon11:00 A.M., New York City time, on the due date thereof to the General Administrative Agent, for the account of the U.S. LendersLenders with respect to such Loans, at the General Administrative Agent's office specified in subsection 18.210.2, in Dollars and in immediately available funds. At any time that an Event of Default has occurred and is continuing, all payments (including prepayments) made by Borrower hereunder and any application by the Administrative Agent of the proceeds of any Collateral and/or payment under any Guarantee shall be applied in the following order: (1) to the ratable payment of all amounts due and owing by the Borrower pursuant to subsection 10.5 of this Agreement, subsection 10.5 of the Facility A Credit Agreement or subsection 10.5 or the Facility B Credit Agreement to the Agents, the Facility A Agents and/or the Facility B Agents and, after payment in full thereof, to any other Lender, Facility A Lender or Facility B Lender; (2) to the ratable payment of all interest, fees and commissions due and owing under this Agreement, the Facility A Credit Agreement or the Facility B Credit Agreement or to the Agents, the Facility B Agents, the Facility A Agents, the Swing Line Lender, any Lender, any Facility A Lender or any Facility B Lender; (3) to the ratable payment (or cash collateralization) of the aggregate outstanding principal amount of Loans, Facility A Loans and Facility B Loans and the aggregate Facility A L/C Obligations and Facility X X/C Obligations; and (4) to the ratable payment of all other obligations of the Borrower to the Agents, the Facility A Agents, the Facility B Agents, the Swing Line Lender, any Lender, any Facility A Lender or any Facility B Lender under any Credit Document, Facility A Credit Document or Facility B Credit Document. The General Administrative Agent, the Facility A Administrative Agent and the Facility B Administrative Agent shall ratably distribute such payments to the U.S. applicable Lenders, the Facility A Lenders entitled to receive and the same Facility B Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by and any reduction of the U.S. Borrower from the U.S. Lenders hereunder Revolving Commitments shall be made pro rata according to the Funding respective Revolving Commitment Percentages of the U.S. Lenders in effect on the date of such borrowingLenders. Each payment (other than prepayments) of principal or interest under this Agreement or any Note shall be applied pro rata, first, to any fees then due and owing by the U.S. Borrower pursuant to Section 2.4, second, to interest then due and owing hereunder and under the Notes and, third, to principal then due and owing hereunder and under the Notes. Each payment on account of any facility fee hereunder fees pursuant to Section 2.4 shall be allocated by the General Administrative Agent among the U.S. Lenders made pro rata in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each payment (other than any optional prepayment) by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing (except as to each U.S. Lenderthe portion of the Letter of Credit retained by the Issuing Lender and the Issuing Lender Fees). Each optional prepayment by of the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by applied in accordance with Section 2.6(a) and each mandatory prepayment of the General Administrative Agent pro rata according Loans shall be applied in accordance with Section 2.6(b). Prepayments made pursuant to the respective outstanding principal amounts thereofSection 2.14 shall be applied in accordance with such section. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest, interest and fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Section 2.17(b)) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, Agent for the account of the U.S. Lenders, Lenders at the General Administrative Agent's office specified in subsection 18.2, on Schedule 9.2 in Dollars and in immediately available fundsfunds not later than 12:00 Noon on the date when due. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each borrowing of U.S. Revolving Credit Loans by the U.S. Borrower Company from the U.S. Lenders hereunder shall be made pro rata according to the Funding Commitment Percentages of the U.S. Lenders in effect on the date of such borrowing. Each payment by the U.S. Borrower Company on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a6.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d)2.5, each payment (other than any optional prepayment) by the U.S. Borrower Company on account of principal of or interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower Company on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent pro rata according to the respective outstanding principal amounts thereof. All payments (including prepayments) to be made by the U.S. Borrower Company hereunder (other than with in respect to Multicurrency Loans)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 General Administrative Agent, for the account of the U.S. Lenders, at the General Administrative Agent's office specified in subsection 18.214.2, in Dollars and in immediately available funds. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same promptly upon receipt in like funds as received.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each borrowing of U.S. Revolving Credit Loans by the U.S. Borrower from the U.S. Lenders hereunder shall be made pro rata according to the Funding Commitment Percentages of the U.S. Lenders in effect on the date of such borrowing. Each payment by the U.S. Borrower on account of any facility commitment fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a5.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5, each payment (other than any optional prepayment) in respect of principal or interest in respect of the Loans shall be allocated among the Revolving Credit Loans, Multicurrency Loans and Term Loans pro rata according to the amounts of principal or interest, as the case may be, then due and owing in respect of such Loans. Except as provided in subsection 2.5 or subsection 10.4(d5.4(c), each payment (other than any optional prepayment) by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent pro rata according to the respective outstanding principal amounts thereof. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), 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 General Administrative Agent, for the account of the U.S. Lenders, at the General Administrative Agent's office specified in subsection 18.2, in Dollars and in immediately available funds. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same promptly upon receipt in like funds as received.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Pro Rata Treatment. Each borrowing of U.S. Revolving Credit Loans by and any reduction of the U.S. Borrower from the U.S. Lenders hereunder Revolving Commitments shall be made pro rata according to the Funding respective Revolving Commitment Percentages of the U.S. Lenders Lenders. Except as otherwise provided in effect on this Section or in Section 2.14(a), each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the date Borrower pursuant to Section 2.6, second, to interest then due and owing in respect of such borrowingthe Notes of the Borrower and, third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment by the U.S. Borrower on account of any facility fee hereunder fees pursuant to Section 2.6 shall be allocated by the General Administrative Agent among the U.S. Lenders made pro rata in accordance with the respective amounts which such U.S. Lenders are entitled due and owing (except as to receive pursuant to subsection 10.5(athe portion of the Letter of Credit retained by the Issuing Lender and the Issuing Lender Fees). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each Each payment (other than any optional prepaymentprepayments) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or and the CAF Advances Term Loans shall be allocated by the General Administrative Agent made pro rata according to the respective principal amounts thereof then due and owing in accordance with Section 2.8 hereof. Prepayments made pursuant to each U.S. LenderSection 2.16 shall be applied in accordance with such section. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by applied in accordance with Section 2.8(a) and each mandatory prepayment on account of principal of the General Administrative Agent pro rata according to the respective outstanding principal amounts thereofLoans shall be applied in accordance with Section 2.8(b). All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest, interest and fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Section 2.19(b)) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, Agent for the account of the U.S. Lenders, Lenders at the General Administrative Agent's office specified in subsection 18.2, on Schedule 9.2 in Dollars and in immediately available fundsfunds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by the U.S. Borrower from the U.S. Revolving Credit Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder and any reduction of the Revolving Credit Commitments of Revolving Credit Lenders shall be made pro rata according to the Funding respective Commitment Percentages of the U.S. Lenders in effect on the date of such borrowing. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided during any period in subsection 2.5 or subsection 10.4(d)which an Event of Default has occurred and is continuing, each payment (other than any optional including each prepayment) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or Loans, and any application by the CAF Advances Administrative Agent of the proceeds of any Collateral, shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent made pro rata according to the respective outstanding principal amounts thereofof such Loans then held by the Lenders. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with in respect to Multicurrency Loans)of any Loan, whether on account of principal, interest, fees Reimbursement Obligations (whether in respect of Domestic L/Cs or Foreign L/Cs), fees, expenses or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 12:00 Noon11:00 A.M., New York City time, on the due date thereof to the General Administrative Agent, for the account of the U.S. LendersLenders with respect to such Loans, at the General Administrative Agent's office specified in subsection 18.210.2, in Dollars and in immediately available funds; provided, that, with respect to any Reimbursement Obligations of the Borrower arising from the presentment to the Issuing Lender of a draft under a Foreign L/C, the Borrower may make payment in the applicable Alternative Currency if such payment is received by the Issuing Lender on the date such draft is paid by the Issuing Lender. At any time that an Event of Default has occurred and is continuing, all payments (including prepayments) made by Borrower hereunder and any application by the Administrative Agent of the proceeds of any Collateral and/or payment under any Guarantee shall be applied in the following order: (1) to the ratable payment of all amounts due and owing by the Borrower pursuant to subsection 10.5 of this Agreement, subsection 10.5 of the Facility B Credit Agreement or subsection 10.5 of the Facility C Credit Agreement (if Facility C exists) to the Agents, the Facility B Agents and/or the Facility C Agents (if Facility C exists), and after payment in full thereof, to any other Lender, Facility B Lender or Facility C Lender (if Facility C exists); (2) to the ratable payment of all interest, fees and commissions due and owing under this Agreement, the Facility B Credit Agreement or the Facility C Credit Agreement (if Facility C exists) to the Agents, the Facility B Agents, the Facility C Agents (if Facility C exists), the Swing Line Lender, any Lender, any Facility B Lender or any Facility C Lender (if Facility C exists); (3) to the ratable payment (or cash collateralization) of the aggregate outstanding principal amount of Loans, Facility B Loans, Facility C Loans (if Facility C exists) and the aggregate L/C Obligations, Facility X X/C Obligations and the Facility C L/C Obligations (if Facility C exists); and (4) to the ratable payment of all other obligations of the Borrower to the Agents, the Facility B Agents, the Facility C Agents (if Facility C exists), the Swing Line Lender, any Lender, any Facility B Lender, or any Facility C Lender (if Facility C exists) under any Credit Document, Facility B Credit Document or Facility C Credit Document (if Facility C exists). For purposes of applying payments and proceeds distributed under clause 3 above, each Lender will first apply such amounts to all outstanding Loans of such Lender before such amounts will be held as cash collateral for L/C Obligations in which such Lender is a L/C Participant. The General Administrative Agent, the Facility B Administrative Agent and the Facility C Administrative Agent (if Facility C exists) shall ratably distribute such payments to the U.S. applicable Lenders, the Facility B Lenders entitled to receive and the same Facility C Lenders (if Facility C exists) promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5Each borrowing ------------------------------- of US$ Revolving Credit Loans, each borrowing of U.S. the Additional US$ Revolving Credit Loans by or the U.S. Borrower from the U.S. Lenders hereunder Multicurrency Revolving Credit Loans shall be made pro rata according to the Funding Commitment --- ---- respective US$ Revolving Credit Percentages, Additional US$ Revolving Credit Percentages or Multicurrency Revolving Credit Percentages, as the case may be, of the U.S. relevant Lenders in effect on the date of such borrowing. Each payment by the U.S. Borrower Company on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(aSection 5.05(a). Any reduction of the U.S. US$ Revolving Credit Commitments, Additional US$ Revolving Credit Commitments of the U.S. Lenders or Multicurrency Revolving Credit Commitments shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. US$ Revolving Credit Commitment Percentages, --- ---- the Additional US$ Revolving Credit Percentages or the Multicurrency Revolving Credit Percentages, as the case may be, of the U.S. relevant Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each Each payment (other than any optional including each prepayment) on account of principal of and interest on the US$ Revolving Credit Loans shall be made pro rata according to the respective --- ---- outstanding principal amounts of the US$ Revolving Credit Loans then held by the US$ Revolving Credit Lenders. Each payment (including each prepayment) by the U.S. a Borrower on account of principal of or and interest on the U.S. Additional US$ Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent pro rata according --- ---- to the respective principal amounts of the Additional US$ Revolving Credit Loans then due and owing by such Borrower to each Additional US$ Revolving Credit Lender. Each payment (including each prepayment) by a Borrower on account of principal of and interest on Multicurrency Revolving Credit Loans shall be allocated by the Administrative Agent pro rata according to the respective --- ---- principal amounts thereof of the Multicurrency Revolving Credit Loans then due and owing by such Borrower to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Multicurrency Revolving Credit Loans shall be allocated by the General Administrative Agent pro rata according to the respective outstanding principal amounts thereof. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), 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 General Administrative Agent, for the account of the U.S. Lenders, at the General Administrative Agent's office specified in subsection 18.2, in Dollars and in immediately available funds. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same promptly upon receipt in like funds as receivedLender.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each borrowing of U.S. Revolving Credit Loans Each Borrowing by the U.S. Borrower from the U.S. Lenders, each payment (including each prepayment) by the Borrower on account of the principal of and interest on the Loans and on account of any fees hereunder, any reimbursement of LC Disbursements, and any reduction of the Commitments of the Lenders hereunder shall be made pro rata according to the Funding Commitment Percentages Commitments, except that (i) payments or prepayments, and offsets against or reductions from the amount of payments and prepayments, in each case, specifically for the U.S. Lenders account of a particular Lender under the terms of Section 2.04, Section 2.09(b), Section 2.14, Section 2.15, Section 2.16, Section 2.21, Section 2.22, Section 10.03 or Section 10.13 shall be made for the account of such Lender (or a Swingline Lender in effect on the case of Section 2.22), and (ii) if any Lender shall become a Defaulting Lender, from and after the date of such borrowing. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts upon which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders Lender shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d)have become a Defaulting Lender, each any payment (other than any optional prepayment) by the U.S. Borrower made on account of principal of or interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent pro rata according to the respective outstanding principal amounts thereofapplied in accordance with Section 2.23(b). All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest, reimbursement of LC Disbursements and fees or otherwise, shall be made in immediately available funds without set-off setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent on behalf of the Lenders (or on behalf of an Issuing Bank or a Swingline Lender, as the case may be) at the Administrative Agent’s office as notified to the Borrower from time to time at least five (5) Business Days before any change in such office. On the date of this Agreement, for the account office of the U.S. LendersAdministrative Agent is located at Xxxxx Fargo Bank, at the General Administrative Agent's office specified in subsection 18.2National Association, in Dollars and in immediately available fundsHouston Energy Group, 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, XXX X0000-000, Xxxxxxx, XX 00000, Attention of Xxxxxx Xxxxxxx, Phone No.: (000) 000-0000, Facsimile No.: (000) 000-0000. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same promptly upon receipt in like funds as received. Reimbursement of all LC Disbursements shall be made as required by Section 2.05(e).

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by and any reduction of the U.S. Borrower from the U.S. Lenders hereunder Revolving Commitments shall be made pro rata according to the Funding respective Revolving Commitment Percentages of the U.S. Lenders Revolving Lenders. Subject to the terms of this Section 2.13(a) and to Section 2.13(b), each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.6, second, to interest then due and owing in effect on respect of the date Credit Party Obligations of such borrowingthe Borrower, third, to principal then due and owing hereunder and under the Credit Party Obligations of the Borrower and, fourth, to all amounts then due and owing in respect of the Credit Party Obligations. Each payment by the U.S. Borrower on account of any facility fee hereunder fees pursuant to Section 2.6 shall be allocated by the General Administrative Agent among the U.S. Lenders made pro rata in accordance with the respective amounts which such U.S. Lenders are entitled due and owing (except as to receive pursuant to subsection 10.5(athe portion of the Letter of Credit retained by the Issuing Lender and the Issuing Lender Fees). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each Each payment (other than any optional prepaymentprepayments) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or and on the CAF Advances Term Loan shall be allocated by the General Administrative Agent made pro rata to the Lenders according to the respective principal amounts thereof then due and owing owing. Prepayments made pursuant to each U.S. LenderSection 2.16 shall be applied in accordance with such Section. Each optional mandatory prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent pro rata according to the respective outstanding principal amounts thereofapplied in accordance with Section 2.8(b). All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest, fees or otherwise, and other amounts shall be made without defense, set-off or counterclaim (except as provided in Section 2.19(b)) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, Agent for the account of the U.S. Lenders, Lenders at the General Administrative Agent's ’s office specified in subsection 18.2, on record with the Borrower in Dollars and in immediately available fundsfunds not later than 12:00 Noon on the date when due. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by and any reduction of the U.S. Borrower from the U.S. Lenders hereunder Revolving Commitments shall be made pro rata according to the Funding respective Revolving Commitment Percentages of the U.S. Lenders in effect on the date of such borrowingLenders. Each payment under this Agreement or any Revolving Note shall be applied, first, to any fees then due and owing by the U.S. Borrower pursuant to Section 2.3(a), second, to interest then due and owing in respect of the Revolving Notes of the Borrower and, third, to principal then due and owing hereunder and under the Revolving Notes of the Borrower. Each payment on account of any facility fee hereunder fees pursuant to Sections 2.3(a), (b) and (e) shall be allocated by the General Administrative Agent among the U.S. Lenders made pro rata in accordance with the respective amounts which of such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a)fees due and owing. Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each Each payment (other than any optional prepaymentprepayments) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent made pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lenderin accordance with Section 2.6(a) hereof. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by applied to such of the General Administrative Agent Revolving Loans as the Borrower may designate (to be applied pro rata according among the Lenders); provided, that prepayments made pursuant to Section 2.13 shall be applied in accordance with such section. Each mandatory prepayment on account of principal of the respective outstanding principal amounts thereofRevolving Loans shall be applied in accordance with Section 2.6(b). All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest, interest and fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Section 2.16(b)) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, Agent for the account of the U.S. Lenders, Lenders at the General Administrative Agent's ’s office specified in subsection 18.2, on Schedule 9.2 in Dollars and in immediately available fundsfunds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by and any reduction of the U.S. Borrower from the U.S. Lenders hereunder Revolving Commitments shall be made pro rata according to the Funding respective Revolving Commitment Percentages of the U.S. Lenders Revolving Lenders. Subject to the terms of this Section 2.13(a) and to Section 2.13(b), each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.6, second, to interest then due and owing in effect on respect of the date Credit Party Obligations of such borrowingthe Borrower, third, to principal then due and owing hereunder and under the Credit Party Obligations of the Borrower and, fourth, to all amounts then due and owing in respect of the Credit Party Obligations. Each payment by the U.S. Borrower on account of any facility fee hereunder fees pursuant to Section 2.6 shall be allocated by the General Administrative Agent among the U.S. Lenders made pro rata in accordance with the respective amounts which such U.S. Lenders are entitled due and owing (except as to receive pursuant to subsection 10.5(athe portion of the Letter of Credit retained by the Issuing Lender and the Issuing Lender Fees). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each Each payment (other than any optional prepaymentprepayments) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or and on the CAF Advances Term Loan shall be allocated by the General Administrative Agent made pro rata to the Lenders according to the respective principal amounts thereof then due and owing owing. Prepayments made pursuant to each U.S. LenderSection 2.17 shall be applied in accordance with such Section. Each optional mandatory prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent pro rata according to the respective outstanding principal amounts thereofapplied in accordance with Section 2.8(b). All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest, fees or otherwise, and other amounts shall be made without defense, set-off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, Agent for the account of the U.S. Lenders, Lenders at the General Administrative Agent's ’s office specified in subsection 18.2, on record with the Borrower in Dollars and in immediately available fundsfunds not later than 12:00 p.m. on the date when due. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by the U.S. Borrower from the U.S. Lenders hereunder, each payment by the Borrower on account of any commitment fees hereunder and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the Funding respective Commitment Percentages of the U.S. Lenders in effect on the date of such borrowingLenders. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), (including each payment (other than any optional prepayment) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or Loans, as the CAF Advances case may be, shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent made pro rata according to the respective outstanding principal amounts thereofof such Loans then held by the Lenders. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether and under the Notes on account of principal, interest, principal of and _interest on the Loans and commitment fees or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, for the account of the U.S. Lenders, at the General Administrative Agent's ’s office specified in subsection 18.210.2, in Dollars and in immediately available funds. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same promptly upon receipt in like funds as received. All payments on account of arrangement and annual administrative fees shall be made without set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for its own account, at the Administrative Agent’s office specified in subsection 10.2, in Dollars and in immediately available funds. Any other amount received by the Administrative Agent which is payable to any Lender pursuant to the provisions of this Agreement shall be distributed by the Administrative Agent to such Lender promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Working Day, the maturity thereof shall be extended to the next succeeding Working Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Working Day.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.52.1(c), each borrowing of U.S. Revolving Credit Loans by the U.S. Borrower from the U.S. Lenders hereunder shall be made pro rata according to the Funding Commitment Percentages of the U.S. Lenders in effect on the date of such borrowing. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a)2.12. Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 2.1(c), 2.7 or subsection 10.4(d)2.20, each payment (other than any optional prepayment) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent pro rata according to the respective outstanding principal amounts thereof. Each payment by the Borrower on account of principal of and interest on any Borrowing of Competitive Loans shall be made pro rata among the Lenders participating in such Borrowing according to the respective principal amounts of their outstanding Competitive Loans comprising such Borrowing. Each payment by the Borrower on account of principal of or interest on the Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans then held by the Swing Line Lenders. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), 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 Noon2:00 p.m., New York City time, or, in the case of Euro Cost of Funds Loans and Sterling Cost of Funds Loans, 2:00 p.m., London time, on the due date thereof to the General Administrative Agent, for the account of the U.S. relevant Lenders, at the General Administrative Agent's office specified in subsection 18.210.2, in Dollars and in immediately available funds. Notwithstanding the foregoing, the failure by the Borrower to make a payment (or prepayment) prior to 12:00 Noon, New York City time or 2:00 p.m. London time, as the case may be, on the due date thereof shall not constitute a Default or Event of Default if such payment is made on such due date; provided, however, that any payment (or prepayment) made after such time on such due date shall be deemed made on the next Business Day for the purposes of interest and reimbursement calculations. The General Administrative Agent shall distribute such payments to the U.S. relevant Lenders entitled to receive the same promptly upon receipt in like funds as received.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by and any reduction of the U.S. Borrower from the U.S. Lenders hereunder Revolving Commitments shall be made pro rata according to the Funding respective Revolving Commitment Percentages of the U.S. Lenders in effect on the date of such borrowingRevolving Lenders. Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the U.S. Borrower pursuant to Section 2.5, second, to interest then due and owing in respect of the Notes of the Borrower and, third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment on account of any facility fee hereunder fees pursuant to Section 2.5 shall be allocated by the General Administrative Agent among the U.S. Lenders made pro rata in accordance with the respective amounts which such U.S. Lenders are entitled due and owing (except as to receive pursuant to subsection 10.5(athe portion of the Letter of Credit Fees retained by the Issuing Lender and the Issuing Lender Fees). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each Each payment (other than any optional prepaymentprepayments) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent made pro rata according to the respective principal amounts thereof then due and owing owing. Prepayments made pursuant to each U.S. LenderSection 2.15 shall be applied in accordance with such section. Each optional mandatory prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent pro rata according to the respective outstanding principal amounts thereofapplied in accordance with Section 2.7(b). All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest, interest and fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, Agent for the account of the U.S. Lenders, Lenders at the General Administrative Agent's office specified in subsection 18.2, on Schedule 9.2 in Dollars and in immediately available fundsfunds not later than 12:00 noon (New York time) on the date when due. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.52.1(c), each borrowing of U.S. Revolving Credit Loans by the U.S. Borrower from the U.S. Lenders hereunder shall be made pro rata according to the Funding Commitment Percentages of the U.S. Lenders in effect on the date of such borrowing. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a)2.12. Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 2.1(c) or subsection 10.4(d)2.7, each payment (other than any optional prepayment) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent pro rata according to the respective outstanding principal amounts thereof. Each payment by the Borrower on account of principal of and interest on any Borrowing of Competitive Loans shall be made pro rata among the Lenders participating in such Borrowing according to the respective principal amounts of their outstanding Competitive Loans comprising such Borrowing. Each payment by the Borrower on account of principal of or interest on the Swing Line Loans shall be made pro rata according to the respective outstanding principal amounts of the Swing Line Loans then held by the Swing Line Lenders. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), 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 Noon2:00 p.m., New York City time, or, in the case of Euro Cost of Funds Loans and Sterling Cost of Funds Loans, 2:00 p.m., London time, on the due date thereof to the General Administrative Agent, for the account of the U.S. relevant Lenders, at the General Administrative Agent's ’s office specified in subsection 18.210.2, in Dollars and in immediately available funds. Notwithstanding the foregoing, the failure by the Borrower to make a payment (or prepayment) prior to 12:00 Noon, New York City time or 2:00 p.m. London time, as the case may be, on the due date thereof shall not constitute a Default or Event of Default if such payment is made on such due date; provided, however, that any payment (or prepayment) made after such time on such due date shall be deemed made on the next Business Day for the purposes of interest and reimbursement calculations. The General Administrative Agent shall distribute such payments to the U.S. relevant Lenders entitled to receive the same promptly upon receipt in like funds as received.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans (other than Swing Line Loans) by the U.S. Borrower from the U.S. Lenders hereunder shall be made pro rata according to the Funding Commitment Percentages of the U.S. Lenders in effect on the date of such borrowing. Each made, each payment by the U.S. Borrower on account of any facility commitment fee in respect of the Revolving Credit Commitments hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any Agent, and any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders Agent, pro rata according to the U.S. relevant Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each Each payment (other than any optional including each prepayment) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. any Revolving Credit Loans shall be allocated by the General Administrative Agent pro rata according to the respective outstanding principal amounts thereofof such Revolving Credit Loans then held by the Revolving Credit Lenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on any Term Loans or Delayed Draw Term Loans shall be allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of such Term Loans or Delayed Draw Term Loans then held by the Term Loan Lenders and the Delayed Draw Term Loan Lenders. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans)and under any Notes, 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 12:00 Noon1:00 P.M., New York City time, on the due date thereof to the General Administrative Agent, for the account of the U.S. LendersLenders holding the relevant Loans or the L/C Participants, as the case may be, at the General Administrative Agent's office specified in subsection 18.2, in Dollars and 12.2 in immediately available funds. Payments received by the Administrative Agent after such time shall be deemed to have been received on the next Business Day. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled such Lenders, if any 35 35 such payment is received prior to receive the same promptly upon receipt 1:00 P.M., New York City time, on a Business Day, in like funds as receivedreceived prior to the end of such Business Day and otherwise the Administrative Agent shall distribute such payment to such Lenders on the next succeeding Business Day. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by and any reduction of the U.S. Borrower from the U.S. Lenders hereunder Revolving Commitments shall be made pro rata according to the Funding respective Revolving Commitment Percentages of the U.S. Lenders in effect on Lenders. During an Event of Default, each payment under this Credit Agreement or any Note shall be applied, (i) first, to any fees then due and owing by the date of such borrowingBorrower pursuant to Section 2.4, (ii) second, to interest then due and owing hereunder and under the Notes, (iii) third, to principal then due and owing hereunder and under the Notes and (iv) fourth, to all other Credit Party Obligations then due and owing under the Credit Documents. Each payment by the U.S. Borrower on account of any facility fee hereunder fees pursuant to Section 2.4 shall be allocated by the General Administrative Agent among the U.S. Lenders made pro rata in accordance with the respective amounts which such U.S. Lenders are entitled due and owing (except as to receive pursuant to subsection 10.5(athe Letter of Credit Facing Fees retained by the Issuing Lender and the Issuing Lender Fees). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each Each payment (other than any optional prepaymentprepayments) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent made pro rata according to the respective principal amounts thereof then due and owing hereunder. Prepayments made pursuant to each U.S. LenderSection 2.6 shall be applied in accordance with such section. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by applied in accordance with Section 2.6(a) and each mandatory prepayment on account of principal of the General Administrative Agent pro rata according to the respective outstanding principal amounts thereofLoans shall be applied in accordance with Section 2.6(b). All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest, interest and fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Section 2.17(b)) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, Agent for the account of the U.S. Lenders, Lenders at the General Administrative Agent's office specified in subsection 18.2, on Schedule 9.2 in Dollars and in immediately available fundsfunds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by the U.S. Borrower from the U.S. Revolving 364 Day Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder and any reduction of the Revolving 364 Day Commitments of Revolving 364 Day Lenders shall be made pro rata according to the Funding respective Commitment Percentages of the U.S. Lenders in effect on the date of such borrowing. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. 364 Day Lenders. Except as provided during any period in subsection 2.5 or subsection 10.4(d)which an Event of Default has occurred and is continuing, each payment (other than any optional including each prepayment) by the U.S. Borrower on account of principal of or and interest on any Term Loans and/or the U.S. Revolving Credit Loans or 364 Day Loans, and any application by the CAF Advances Administrative Agent of the proceeds of any Collateral, shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent made pro rata according to the respective outstanding principal amounts thereofof such Loans then held by the Lenders. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with in respect to Multicurrency Loans)of any Loan, whether on account of principal, interest, fees Reimbursement Obligations (whether in respect of Domestic L/Cs or Foreign L/Cs), fees, expenses or otherwise, shall be made without set-set off or counterclaim and shall be made prior to 12:00 Noon11:00 A.M., New York City time, on the due date thereof to the General Administrative Agent, for the account of the U.S. LendersLenders with respect to such Loans, at the General Administrative Agent's office specified in subsection 18.210.2, in Dollars and in immediately available funds; provided, that, with respect to any Reimbursement Obligations of the Borrower arising from the presentment to the Issuing Lender of a draft under a Foreign L/C, the Borrower may make payment in the applicable Alternative Currency if such payment is received by the Issuing Lender on the date such draft is paid by the Issuing Lender. At any time that an Event of Default has occurred and is continuing, all payments (including prepayments) made by Borrower hereunder and any application by the Administrative Agent of the proceeds of any Collateral and/or payment under any Guarantee shall be applied in the following order: (1) to the ratable payment of all amounts due and owing by the Borrower pursuant to subsection 10.5 of this Agreement, subsection 10.5 of the Facility A Credit Agreement or subsection 10.5 or the Facility C Credit Agreement (if Facility C exists) to the Agents, the Facility A Agents and/or the Facility C Agents (if Facility C exists) and, after payment in full thereof, to any other Lender, Facility A Lender or Facility C Lender (if Facility C exists); (2) to the ratable payment of all interest, fees and commissions due and owing under this Agreement, the Facility A Credit Agreement or the Facility C Credit Agreement (if Facility C exists) or to the Agents, the Facility C Agents (if Facility C exists), the Facility A Agents, the Swing Line Lender, any Lender, any Facility A Lender or any Facility C Lender (if Facility C exists); (3) to the ratable payment (or cash collateralization) of the aggregate outstanding principal amount of Loans, Facility A Loans and Facility C Loans (if Facility C exists) and the aggregate L/C Obligations, Facility A L/C Obligations and Facility C L/C Obligations (if Facility C exists); and (4) to the ratable payment of all other obligations of the Borrower to the Agents, the Facility A Agents, the Facility C Agents (if Facility C exists), the Swing Line Lender, any Lender, any Facility A Lender or any Facility C Lender (if Facility C exists) under any Credit Document, Facility A Credit Document or Facility C Credit Document (if Facility C exists). For purposes of applying payments and proceeds distributed under clause 3 above, each Lender will first apply such amounts to all outstanding Loans of such Lender before such amounts will be held as cash collateral for L/C Obligations in which such Lender is a L/C Participant. The General Administrative Agent, the Facility A Administrative Agent and the Facility C Administrative Agent (if Facility C exists) shall ratably distribute such payments to the U.S. applicable Lenders, the Facility A Lenders entitled to receive and the same Facility C Lenders (if Facility C exists) promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5Each borrowing by the Company from the Lenders, each borrowing conversion of U.S. a Revolving Credit Loans Loan pursuant to Section 3.01(d) hereof or continuation of a Revolving Credit Loan pursuant to Section 3.01(e) hereof, each payment by the U.S. Borrower from Company on account of any fee (other than with respect to fees which are expressly payable to the U.S. Administrative Agent or the Issuing Lender for its own account), reimbursements by the Company to the Issuing Lender with respect to drawings under Letters of Credit pursuant to Section 2.03 hereof, and any reduction of the Commitments of the Lenders hereunder shall be made pro rata according to the Funding respective relevant Commitment Percentages Proportions of the U.S. Lenders in effect on the date of such borrowingLenders. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), (including each payment (other than any optional prepayment) by the U.S. Borrower Company on account of principal of or and interest on the U.S. Revolving Credit Loans or the CAF Advances each Loan shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent made pro rata according to the respective outstanding principal amounts thereofof such Loans held by each Lender. Except as otherwise provided in Section 2.04, all payments by the Company on account of principal of and interest on any Swingline Loan shall be made to the Swingline Lender at its office specified on its signature page hereof in Dollars in immediately available funds. All payments (including prepayments) to be made by the U.S. Borrower hereunder Company on account of principal or interest on any Bid Loan shall be made to the Administrative Agent for the amount of the applicable Bid Loan Lender in Dollars in immediately available funds. All payments (other than with respect including prepayments) to Multicurrency Loans), whether be made by the Company on account of principal, interest, fees or otherwise, and reimbursement obligations shall be made without set-off or counterclaim and and, with respect to payments of the Loans shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, for the account of the U.S. LendersLenders (except as specified above), at the General Payment Office of the Administrative Agent's office specified in subsection 18.2, Agent in Dollars and in immediately available funds. The General Administrative Agent shall distribute such payments with respect to Loans to the U.S. Lenders entitled to receive the same promptly upon receipt in like funds by wire transfer of each Lender's portion of such payment to such Lender for the account of its Lending Office. The Administrative Agent may, in its sole discretion, directly charge principal and interest payments due in respect of the Loans to the Company's accounts at the Payment Office or other office of the Administrative Agent. The Issuing Lender may, in its sole discretion, directly charge reimbursement obligations with respect to Letters of Credit to the Company's accounts at any office of the Issuing Lender. Except as receivedotherwise provided in the definition of "Interest Period", if any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by and any reduction of the U.S. Borrower from the U.S. Lenders hereunder Revolving Commitments shall be made pro rata according to the Funding respective Revolving Commitment Percentages of the U.S. Lenders in effect on the date of such borrowingRevolving Lenders. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the U.S. Borrower pursuant to Section 2.5, second, to interest then due and owing in respect of the Notes of the Borrower and, third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment on account of any facility fee hereunder fees pursuant to Section 2.5 shall be allocated by the General Administrative Agent among the U.S. Lenders made pro rata in accordance with the respective amounts which such U.S. Lenders are entitled due and owing (except as to receive pursuant to subsection 10.5(athe portion of the Letter of Credit retained by the Issuing Lender and the Issuing Lender Fees). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each Each payment (other than any optional prepaymentprepayments) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or and the CAF Advances Term Loan shall be allocated by the General Administrative Agent made pro rata according to the respective principal amounts thereof then due and owing in accordance with Section 2.7 hereof. Prepayments made pursuant to each U.S. LenderSection 2.15 shall be applied in accordance with such section. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by applied in accordance with Section 2.7(a) and each mandatory prepayment on account of principal of the General Administrative Agent pro rata according to the respective outstanding principal amounts thereofLoans shall be applied in accordance with Section 2.7(b). All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest, interest and fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, Agent for the account of the U.S. Lenders, Lenders at the General Administrative Agent's office specified in subsection 18.2, on Schedule 9.2 in Dollars and in immediately available fundsfunds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each 2.12 Each borrowing of U.S. Revolving Credit Loans by the U.S. Company Borrower from the U.S. Lenders hereunder shall be be(a) made pro rata according to the Funding Commitment respective Percentages or Incremental Percentages, as the case may be, of the U.S. Lenders in effect on the date of such borrowingrelevant Lenders. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), (including each payment (other than any optional prepayment) by the U.S. Borrower on account of principal of or and(b) interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent made pro rata to the Lenders according to the respective outstanding principal amounts thereofof the Loans then held by the Lenders. The amount of each optional prepayment of the Loans made pursuant to Section 2.5 shall be applied as directed by the Company Borrower in the notice described in Section 2.5 and, if no direction is given by the Company Borrower, in the direct order of maturity. The amount of each mandatory prepayment of the Loans pursuant to Section 2.6 (other than any such prepayment pursuant to Section 2.6(b)) shall be applied as directed by the Company Borrower in the notice described in Section 2.6 and, if no direction is given by the Company Borrower, in the direct order of maturity. The amount of each mandatory prepayment of the Loans pursuant to Section 2.6(b) shall be applied in the direct order of maturity. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), hereunder,(c) whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 12:00 Noon3:00 P.M., New York City time, on the due date thereof to the General Administrative Agent, for the account of the U.S. Lenders, at the General Administrative Agent's office specified in subsection 18.2Funding 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 sole discretion. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same promptly upon receipt in like funds as received.. Except as otherwise provided hereunder, if any payment hereunder (other than payments on the Term SOFR Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on the immediately preceding Business Day. If any payment on a Term SOFR Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. Unless the Administrative Agent shall have been notified in writing by any(d) Lender prior to the time of any Borrowing that such Lender will not make the amount that would constitute its share of such Borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor (a “Funding Default”), such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence - 84-

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by and any reduction of the U.S. Borrower from the U.S. Lenders hereunder Revolving Commitments shall be made pro rata according to the Funding respective Revolving Commitment Percentages of the U.S. Lenders in effect on the date of such borrowingLenders. Each payment under this Agreement or any Revolving Note shall be applied, first, to any fees then due and owing by the U.S. Borrower pursuant to Section 2.3(a), second, to interest then <Page> 25 due and owing in respect of the Revolving Notes of the Borrower and, third, to principal then due and owing hereunder and under the Revolving Notes of the Borrower. Each payment on account of any facility fee hereunder fees pursuant to Sections 2.3(a), (b) and (e) shall be allocated by the General Administrative Agent among the U.S. Lenders made pro rata in accordance with the respective amounts which of such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a)fees due and owing. Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each Each payment (other than any optional prepaymentprepayments) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent made pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lenderin accordance with Section 2.6(a) hereof. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by applied to such of the General Administrative Agent Revolving Loans as the Borrower may designate (to be applied pro rata according among the Lenders); provided, that prepayments made pursuant to Section 2.13 shall be applied in accordance with such section. Each mandatory prepayment on account of principal of the respective outstanding principal amounts thereofRevolving Loans shall be applied in accordance with Section 2.6(b). All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest, interest and fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Section 2.16(b)) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, Agent for the account of the U.S. Lenders, Lenders at the General Administrative Agent's office specified in subsection 18.2, on Schedule 9.2 in Dollars and in immediately available fundsfunds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by and any reduction of the U.S. Borrower from the U.S. Lenders hereunder Revolving Commitments shall be made pro rata according to the Funding respective Commitment Percentages of the U.S. Lenders in effect on the date of such borrowingLenders. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the U.S. Borrower pursuant to Section 2.6, second, to interest then due and owing in respect of the Notes of the Borrower and, third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment on account of any facility fee hereunder fees pursuant to Section 2.6 shall be allocated by the General Administrative Agent among the U.S. Lenders made pro rata in accordance with the respective amounts which such U.S. Lenders are entitled due and owing (except as to receive pursuant to subsection 10.5(athe portion of the Letter of Credit retained by the Issuing Lender and the Issuing Lender Fees). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each Each payment (other than any optional prepaymentprepayments) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent made pro rata according to the respective principal amounts thereof then due and owing in accordance with Section 2.8 hereof. Prepayments made pursuant to each U.S. LenderSection 2.16 shall be applied in accordance with such section. Each optional mandatory prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent pro rata according to the respective outstanding principal amounts thereofapplied in accordance with Section 2.8(b). All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest, interest and fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Section 2.19(b)) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, Agent for the account of the U.S. Lenders, Lenders at the General Administrative Agent's ’s office specified in subsection 18.2, on Schedule 9.2 in Dollars and in immediately available fundsfunds not later than 2:00 P.M. (Charlotte, North Carolina time) on the date when due. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Allocation of Payments Prior to Exercise of Remedies. Each borrowing of U.S. Revolving Credit Loans by and any reduction of the U.S. Borrower from the U.S. Lenders hereunder Revolving Commitments shall be made pro rata according to the Funding respective Commitment Percentages of the U.S. Lenders in effect on Lenders. Unless otherwise specified herein, each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the date of such borrowingBorrower pursuant to Section 2.5, second, to interest then due and owing hereunder and under the Notes and, third, to principal then due and owing hereunder and under the Notes. Each payment by the U.S. Borrower on account of any facility fee hereunder fees pursuant to Section 2.5 shall be allocated by the General Administrative Agent among the U.S. Lenders made pro rata in accordance with the respective amounts which such U.S. Lenders are entitled due and owing (except as to receive pursuant to subsection 10.5(athe Fronting Fees, the Issuing Lender Fees and the administrative fees referenced in Section 2.5(d)). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each Each payment (other than any optional prepaymentprepayments) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated applied to such Loans as directed by the General Administrative Agent pro rata according to Borrower or otherwise applied in accordance with the respective principal amounts thereof then due and owing to each U.S. Lenderterms of Section 2.7(a) hereof. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by applied an accordance with Section 2.7(a); provided, that prepayments made pursuant to Section 2.15 shall be applied in accordance with such Section. Each optional prepayment on account of principal of the General Administrative Agent pro rata according to Loans shall be applied in accordance with Section 2.7(a) and each mandatory prepayment on account of principal of the respective outstanding principal amounts thereofLoans shall be applied in accordance with Section 2.7(b)(vi). All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest, interest and fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, Agent for the account of the U.S. Lenders, Lenders at the General Administrative Agent's ’s office specified in subsection 18.2, Section 9.2 in Dollars and in immediately available fundsfunds not later than 1:00 P.M. on the date when due. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, such payment date shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5Each borrowing by the Company from the Lenders, each borrowing conversion of U.S. a Revolving Credit Loans Loan pursuant to Section 3.01(d) hereof or continuation of a Revolving Credit Loan pursuant to Section 3.01(e) hereof, each payment by the U.S. Borrower from Company on account of any fee (other than with respect to fees which are expressly payable to the U.S. Administrative Agent or the Issuing Lender for its own account), reimbursements by the Company to the Issuing Lender with respect to drawings under Letters of Credit pursuant to Section 2.03 hereof, and any reduction of the Commitments of the Lenders hereunder shall be made pro rata according to the Funding respective relevant Commitment Percentages Proportions of the U.S. Lenders in effect on the date of such borrowingLenders. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), (including each payment (other than any optional prepayment) by the U.S. Borrower Company on account of principal of or and interest on the U.S. Revolving Credit Loans or the CAF Advances each Loan shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent made pro rata according to the respective outstanding principal amounts thereofof such Loans held by each Lender. Except as otherwise provided in Section 2.04, all payments by the Company on account of principal of and interest on any Swingline Loan shall be made to the Swingline Lender at its office specified on its signature page hereof in Dollars in immediately available funds. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether Company on account of principal, interest, fees or otherwise, and reimbursement obligations shall be made without set-off or counterclaim and and, with respect to payments of the Loans shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, for the account of the U.S. LendersLenders (except as specified above), at the General Payment Office of the Administrative Agent's office specified in subsection 18.2, Agent in Dollars and in immediately available funds. The General Administrative Agent shall distribute such payments with respect to Loans to the U.S. Lenders entitled to receive the same promptly upon receipt in like funds by wire transfer of each Lender's portion of such payment to such Lender for the account of its Lending Office. The Administrative Agent may, in its sole discretion, directly charge principal and interest payments due in respect of the Loans to the Company's accounts at the Payment Office or other office of the Administrative Agent. The Issuing Lender may, in its sole discretion, directly charge reimbursement obligations with respect to Letters of Credit to the Company's accounts at any office of the Issuing Lender. Except as receivedotherwise provided in the definition of "Interest Period", if any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each borrowing Each reduction of U.S. the Revolving Credit Loans by Commitments of the U.S. Borrower from the U.S. Revolving Lenders hereunder shall be made pro rata according to the Funding Commitment Percentages of the U.S. Lenders in effect on the date amounts of such borrowingRevolving Lenders’ Commitment Percentages. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), (including each payment (other than any optional prepayment) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit which are ABR Loans shall be allocated by the General Administrative Agent made pro rata according to the respective outstanding principal amounts thereofof such ABR Loans then held by the Lenders of the applicable Class. Subject to Section 2.05(e), each payment (including each prepayment) by the Borrower on account of principal of and interest on Loans which are Eurodollar Loans designated by the 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. Subject to Section 2.05(e), each payment (including each prepayment) by the Borrower on account of principal of and interest on Swingline Loans shall be made pro rata according to the respective outstanding principal amounts of the Swingline Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans)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 12:00 Noon10:00 a.m., New York City time, on the due date thereof to the General Administrative Agent, for the account of the U.S. LendersLenders of the applicable Class, at the General Administrative Agent's ’s New York office specified in subsection 18.2, Section 10.01 in Dollars the currency in which the applicable obligation is denominated and in immediately available funds. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive thereto in the same currency as received and promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, 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, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by and any reduction of the U.S. Borrower from the U.S. Lenders hereunder Revolving Commitments shall be made pro rata according to the Funding respective Revolving Commitment Percentages of the U.S. Lenders in effect on the date of such borrowingLenders. Each payment under this Agreement or any Note shall be applied, first, in the case of a payment on the Revolving Notes (or in respect of the Revolving Loans), to any fees then due and owing by the U.S. Borrower pursuant to Section 2.8, second, to interest then due and owing in respect of the Notes of the Borrower and, third, to principal then due and owing hereunder and under the Notes of the Borrower. Except as otherwise provided herein, each payment on account of any facility fee hereunder fees pursuant to Section 2.8 shall be allocated by made to the General Administrative Agent among (for the U.S. Lenders benefit of the Lenders) in accordance with the respective amounts which such U.S. Lenders are entitled due and owing (except as to receive pursuant to subsection 10.5(athe portion of the Letter of Credit retained by the Issuing Lender and the Issuing Lender Fees). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated Each payment by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each payment (other than any optional prepayment) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or and on the CAF Advances Term Loan shall be allocated by made to the General Administrative Agent for the pro rata benefit of the Lenders according to the respective principal amounts thereof then due and owing to each U.S. Lenderthe Lenders. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by applied to such of the General Administrative Agent Loans as the Borrower may designate (to be applied pro rata according among the Lenders); provided, that prepayments made pursuant to the respective outstanding principal amounts thereofSection 2.7(b)(iii), 2.11(a) or 2.13 shall be applied in accordance with such Section. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest, interest and fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Section 2.16(b)) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, Agent for the account of the U.S. Lenders, Lenders at the General Administrative Agent's office specified in subsection 18.2, Section 9.2 in Dollars and in immediately available fundsfunds no later than 2:00 p.m. (Charlotte time) on the date when due. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same thereto promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by and any reduction of the U.S. Borrower from the U.S. Lenders hereunder Revolving Commitments shall be made pro rata according to the Funding respective Commitment Percentages of the U.S. Lenders in effect on the date of such borrowingLenders. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the U.S. Borrower Borrowers pursuant to Section 2.6 and any costs incurred in connection with the enforcement of rights and remedies hereunder, second, to interest then due and owing in respect of the Notes of the Borrowers and, third, to principal then due and owing hereunder and under the Notes of the Borrowers. Each payment on account of any facility fee hereunder fees pursuant to Section 2.6 shall be allocated by the General Administrative Agent among the U.S. Lenders made pro rata in accordance with the respective amounts which such U.S. Lenders are entitled due and owing (except as to receive pursuant to subsection 10.5(athe portion of the Letter of Credit retained by the Issuing Lender and the Issuing Lender Fees). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each Each payment (other than any optional prepaymentprepayments) by the U.S. Borrower Borrowers on account of principal of or and interest on the U.S. Revolving Credit Loans or and on the CAF Advances Term Loans shall be allocated by the General Administrative Agent made pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lenderin accordance with Section 2.8 hereof. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by applied, to such of the General Administrative Agent Loans as the Borrowers may designate (to be applied pro rata according among the Lenders); provided, that prepayments made pursuant to Section 2.16 shall be applied in accordance with such section. Each mandatory prepayment on account of principal of the respective outstanding principal amounts thereofLoans shall be applied in accordance with Section 2.8(b). All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether Borrowers on account of principal, interest, interest and fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Section 2.19(b)) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, Agent for the account of the U.S. Lenders, Lenders at the General Administrative Agent's office specified in subsection 18.2, on Schedule 9.2 in Dollars and in immediately available fundsfunds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each borrowing of U.S. Revolving Credit Loans by the U.S. Borrower from the U.S. Lenders hereunder shall be made pro rata according to the U.S. Dollar Funding Commitment Percentages of the U.S. Lenders in effect on the date of such borrowing. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a9.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d9.4(d), each payment (other than any optional prepayment) by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent pro rata according to the respective outstanding principal amounts thereof. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), 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 General Administrative Agent, for the account of the U.S. Lenders, at the General Administrative Agent's office specified in subsection 18.217.2, in Dollars and in immediately available funds. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same promptly upon receipt in like funds as received.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each borrowing Each reduction of U.S. the Revolving Credit Loans by Commitments of the U.S. Borrower from the U.S. Revolving Lenders hereunder shall be made pro rata according to the Funding Commitment Percentages of the U.S. Lenders in effect on the date amounts of such borrowingRevolving Lenders’ Commitment Percentages. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), (including each payment (other than any optional prepayment) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit which are ABR Loans shall be allocated by the General Administrative Agent made pro rata according to the respective outstanding principal amounts thereofof such ABR Loans then held by the Lenders of the applicable Class, with adjustments, as necessary and appropriate, to reflect the different interest rates payable with respect to Revolving Loans depending on the Revolving Credit Maturity Date of such Revolving Loans and payment of principal to Non-Extending Lenders on the applicable Revolving Credit Maturity Date. Subject to Section 2.05(f), each payment (including each prepayment) by the Borrower on account of principal of and interest on Loans which are Eurodollar Loans designated by the 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, with adjustments, as necessary and appropriate, to reflect the different interest rates payable with respect to Revolving Loans depending on the Revolving Credit Maturity Date of such Revolving Loans and payment of principal to Non-Extending Lenders on their Revolving Credit Maturity Date. Subject to Section 2.05(f), each payment (including each prepayment) by the Borrower on account of principal of and interest on Swingline Loans shall be made pro rata according to the respective outstanding principal amounts of the Swingline Loans or participating interests therein, as the case may be, then held by the relevant Lenders. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans)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 12:00 Noon10:00 a.m., New York City time, on the due date thereof to the General Administrative Agent, for the account of the U.S. LendersLenders of the applicable Class, at the General Administrative Agent's ’s New York office specified in subsection 18.2, Section 10.01 in Dollars the currency in which the applicable obligation is denominated and in immediately available funds. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive thereto in the same currency as received and promptly upon receipt in like funds as received. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, 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, in which event such payment shall be made on the immediately preceding Business Day. For the avoidance of doubt, nothing in this Section 2.13(a) shall prohibit the Borrower from paying, on June 30, 2012, the unpaid principal amount of each Revolving Loan having a Revolving Credit Maturity Date of June 30, 2012 in accordance with the terms of Section 2.07.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by and any reduction of the U.S. Borrower from the U.S. Lenders hereunder Commitments shall be made pro rata according to the Funding respective Commitment Percentages of the U.S. Lenders in effect on the date of such borrowingLenders. Each payment by under this Credit Agreement or any Note shall be applied (i) first, to any Fees then due and owing, (ii) second, to interest then due and owing in respect of the U.S. Borrower Notes and (iii) third, to principal then due and owing hereunder and under the Notes. Each payment on account of any facility fee hereunder the Commitment Fees or the Letter of Credit Fees shall be allocated by the General Administrative Agent among the U.S. Lenders made pro rata in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a)due and owing. Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each Each payment (other than any optional prepaymentvoluntary repayments and mandatory prepayments) by the U.S. Borrower Borrowers on account of principal of or and interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent made pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lenderhereunder in the currency in which such amount is denominated and in such funds as are customary at the place and time of payment for the settlement of international payments in such currency. Without limiting the terms of the preceding sentence, accrued interest on any Loans denominated in a Foreign Currency shall be payable in the same Foreign Currency as such Loan. Each optional voluntary repayment and mandatory prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent pro rata according to the respective outstanding principal amounts thereofapplied in accordance with Section 2.8. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether Borrowers on account of principal, interest, interest and fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, Agent for the account of the U.S. Lenders, Lenders at the General Administrative Agent's office specified in subsection 18.2, in Dollars and Section 10.2 in immediately available fundsfunds and (A) in the case of Loans or other amounts denominated in Dollars, shall be made in Dollars not later than 1:00 P.M. on the date when due and (B) in the case of Loans or other amounts denominated in a Foreign Currency, shall be made in such Foreign Currency not later than the Applicable Time specified by the Administrative Agent on the date when due. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Allocation of Payments Prior to Exercise of Remedies. Each borrowing of U.S. Revolving Credit Loans by and any reduction of the U.S. Borrower from Revolving Commitments (other than the U.S. Lenders hereunder reduction of IncrementalRevolving Commitments increased pursuant to a Revolving Facility Increase pursuant to Section 2.5(a)) shall be made pro rata according to the Funding respective Revolving Commitment Percentages of the U.S. Lenders in effect on Revolving Lenders. Unless otherwise required by the date terms of such borrowingthis Agreement, each payment under this Agreement shall be applied, first, to any fees then due and owing by the Borrowers pursuant to Section 2.4, second, to interest then due and owing hereunder of the Borrowers and, third, to principal then due and owing hereunder and under this Agreement of the Borrowers. Each payment by the U.S. Borrower on account of any facility fee hereunder fees pursuant to Section 2.4 shall be allocated by the General Administrative Agent among the U.S. Lenders made pro rata in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a)due and owing. Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated Each optional repayment and prepayment by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each payment (other than any optional prepayment) by the U.S. Borrower Borrowers on account of principal of or and interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent applied to such Revolving Loans on a pro rata according basis and, to the respective principal amounts thereof then due and owing to each U.S. Lenderextent applicable, in accordance with the terms of Section 2.6(a) hereof. Each optional mandatory prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent applied to such Loans, as applicable, on a pro rata according basis and, to the respective outstanding principal amounts thereofextent applicable, in accordance with Section 2.6(b). All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether Borrowers on account of principal, interest, interest and fees or otherwise, shall be made without defense, set-off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, Agent for the account of the U.S. Lenders, Lenders at the General Administrative Agent's ’s office specified in subsection 18.2, in Dollars and on Section 9.2 in immediately available fundsfunds not later than 1:00 P.M. on the date when due. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same thereto promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Loans and any reduction of the Revolving Credit Loans by the U.S. Borrower from the U.S. Lenders hereunder Commitments shall be made pro rata according to the Funding respective Commitment Percentages of the U.S. Lenders in effect on the date of such borrowingLenders. Each payment under this Agreement or any Note made by the U.S. an Applicable Borrower shall be applied, first, to any fees then due and owing by such Borrower pursuant to Section 2.6, second, to interest then due and owing in respect of its Loans and, third, to principal then due and owing in respect of its Loans. Each payment made by an Applicable Borrower on account of any facility fee hereunder fees pursuant to Section 2.6 shall be allocated by the General Administrative Agent among the U.S. Lenders made pro rata in accordance with the respective amounts which due and owing by such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a)Borrower. Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each Each payment (other than any optional prepaymentprepayments) made by the U.S. an Applicable Borrower on account the principal amount of principal of or and interest on its Revolving Loans and, in the U.S. Revolving Credit case of the Dutch Borrower, the Term Loans or the CAF Advances shall be allocated by the General Administrative Agent made pro rata according to the respective principal amounts thereof then due and owing (to each U.S. Lenderbe applied pro rata among the Lenders entitled to receive such payment). Each optional prepayment made by the U.S. an Applicable Borrower on account the principal amount of principal of or interest on the U.S. Revolving Credit its Loans shall be allocated by applied in accordance with the General Administrative Agent terms of Section 2.8(a) (to be applied pro rata according among the Lenders entitled to receive such payment). Each mandatory prepayment made by an Applicable Borrower on the respective outstanding principal amounts thereofamount of its Loans shall be applied in accordance with Section 2.8(b); provided, that prepayments made pursuant to Section 2.15 shall be applied in accordance with such Section. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether Borrowers on account of principal, interest, interest and fees or otherwise, shall be made without defense, set-off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, Agent for the account of the U.S. Lenders, Lenders at the General Administrative Agent's ’s office specified in subsection 18.2, on Schedule 9.2 in Dollars and in immediately available fundsfunds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Loans and any reduction of the Revolving Credit Loans by the U.S. Borrower from the U.S. Lenders hereunder Commitments shall be made pro rata according to the Funding respective Commitment Percentages of the U.S. Lenders in effect on the date of such borrowingLenders. Each payment under this Agreement or any Note made by the U.S. an Applicable Borrower shall be applied, first, to any fees then due and owing by such Borrower pursuant to Section 2.6, second, to interest then due and owing in respect of its Loans and, third, to principal then due and owing in respect of its Loans. Each payment made by an Applicable Borrower on account of any facility fee hereunder fees pursuant to Section 2.6 shall be allocated by the General Administrative Agent among the U.S. Lenders made pro rata in accordance with the respective amounts which due and owing by such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a)Borrower. Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each Each payment (other than any optional prepaymentprepayments) made by the U.S. an Applicable Borrower on account the principal amount of principal of or and interest on its Revolving Loans and, in the U.S. Revolving Credit Loans or case of the CAF Advances Dutch Borrower, the Term Loan B shall be allocated by the General Administrative Agent made pro rata according to the respective principal amounts thereof then due and owing (to each U.S. Lenderbe applied pro rata among the Lenders entitled to receive such payment). Each optional prepayment made by the U.S. an Applicable Borrower on account the principal amount of principal of or interest on the U.S. Revolving Credit its Loans shall be allocated by applied in accordance with the General Administrative Agent terms of Section 2.8(a) (to be applied pro rata according among the Lenders entitled to receive such payment). Each mandatory prepayment made by an Applicable Borrower on the respective outstanding principal amounts thereofamount of its Loans shall be applied in accordance with Section 2.8(b); provided, that prepayments made pursuant to Section 2.15 shall be applied in accordance with such Section. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether Borrowers on account of principal, interest, interest and fees or otherwise, shall be made without defense, set-off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, Agent for the account of the U.S. Lenders, Lenders at the General Administrative Agent's ’s office specified in subsection 18.2, Section 9.2 in Dollars and in immediately available fundsfunds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by the U.S. Borrower from the U.S. Lenders hereunder hereunder, and each payment by Borrower on account of any fees hereunder, shall be made pro rata according to the Funding Commitment Percentages respective Pro Rata Shares of the U.S. Lenders in effect on the date of such borrowingLenders. Each payment by the U.S. Borrower on account (including each prepayment but expressly excluding any payments related to any of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d(a) an Interest Rate Protection Agreement (Compass), each payment (other than any optional prepaymentb) the Administrative Fee, (c) the Commitment Fee and (d) an Extension Fee) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent made pro rata according to the respective outstanding principal amounts thereofof the Loans then held by the Lenders; provided that any payments related to (a) an Interest Rate Protection Agreement (Compass), (b) the Administrative Fee, (c) the Commitment Fee and (d) an Extension Fee) shall be soley for the account of Compass and none of the other Lenders or any successors or assignees of Compass or any other Lenders, shall have any right to receive any portion of any payments related to (a) an Interest Rate Protection Agreement (Compass), (b) the Administrative Fee, (c) the Commitment Fee or (d) an Extension Fee. All payments (including prepaymentsprepayments and any payments related to an Interest Rate Protection Agreement) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans)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 12:00 Noon2:00 P.M., New York City Dallas, Texas time, on the due date thereof to the General Administrative Agent, for the account of the U.S. Lenders, at the General Administrative Agent's office specified in subsection 18.2, in Dollars and in immediately available fundsthereof. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same promptly upon receipt in like funds as received; however, (i) to the extent that Administrative Agent does not distribute to the Lenders their respective Pro Rata Share of any payments due to the Lenders hereunder on the same Business Day as received by Administrative Agent, the amount due to the Lenders by Administrative Agent shall bear interest at the Federal Funds Rate until paid to the Lenders and (ii) any payment received by Administrative Agent from Borrower after 2:00 P.M. Dallas, Texas time shall be deemed to be received on the next Business Day. Borrower shall not be liable for any interest payable by Administrative Agent pursuant to the prior sentence.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by and any reduction of the U.S. Borrower from the U.S. Lenders hereunder Revolving Commitments shall be made pro rata according to the Funding respective Revolving Commitment Percentages of the U.S. Lenders in effect on the date of such borrowingLenders. Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the U.S. Borrower pursuant to Section 2.5, second, to interest then due and owing in respect of the Notes of the Borrower and, third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment on account of any facility fee hereunder fees pursuant to Section 2.5 shall be allocated by the General Administrative Agent among the U.S. Lenders made pro rata in accordance with the respective amounts which such U.S. Lenders are entitled due and owing (except as to receive pursuant to subsection 10.5(athe Letter of Credit Facing Fee and the Issuing Lender Fees). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each Each payment (other than any optional prepaymentprepayments) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or and on the CAF Advances Term Loan shall be allocated by the General Administrative Agent made pro rata according to the respective principal amounts thereof then due and owing in accordance with Section 2.7 hereof. Prepayments made pursuant to each U.S. LenderSection 2.15 shall be applied in accordance with such section. Each optional mandatory prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent pro rata according to the respective outstanding principal amounts thereofapplied in accordance with Section 2.7(b). All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest, interest and fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, Agent for the account of the U.S. Lenders, Lenders at the General Administrative Agent's office specified in subsection 18.2, on Schedule 9.2 in Dollars and in immediately available fundsfunds not later than 12:00 noon (New York time) on the date when due. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each borrowing of U.S. Revolving Credit Loans Each Borrowing by the U.S. Borrower from the U.S. Lenders, each payment (including each prepayment) by the Borrower on account of the principal of and interest on the Loans and on account of any fees hereunder, any reimbursement of LC Disbursements, and any reduction of the Commitments of the Lenders hereunder shall be made pro rata according to the Funding Commitment Percentages Commitments, except that (i) payments or prepayments, and offsets against or reductions from the amount of payments and prepayments, in each case, specifically for the U.S. Lenders account of a particular Lender under the terms of Section 2.04, Section 2.09(b), Section 2.14, Section 2.15, Section 2.16, Section 2.21, Section 2.22, Section 10.03 or Section 10.13 shall be made for the account of such Lender (or the Swingline Lender in effect on the case of Section 2.22), and (ii) if any Lender shall become a Defaulting Lender, from and after the date of such borrowing. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts upon which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders Lender shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d)have become a Defaulting Lender, each any payment (other than any optional prepayment) by the U.S. Borrower made on account of principal of or interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent pro rata according to the respective outstanding principal amounts thereofapplied in accordance with Section 2.23(b). All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest, reimbursement of LC Disbursements and fees or otherwise, shall be made in immediately available funds without set-off setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent on behalf of the Lenders (or on behalf of the Issuing Bank or the Swingline Lender, as the case may be) at the Administrative Agent’s office as notified to the Borrower from time to time at least five (5) Business Days before any change in such office. On the date of this Agreement, for the account office of the U.S. LendersAdministrative Agent is located at Xxxxx Fargo Bank, at the General Administrative Agent's office specified in subsection 18.2National Association, in Dollars and in immediately available fundsHouston Energy Group, 0000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, XX 00000, Attention of Xxxxxxxxx Faith, Phone No.: (000) 000-0000, Facsimile No.: (000) 000-0000. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same promptly upon receipt in like funds as received. Reimbursement of all LC Disbursements shall be made as required by Section 2.05(e).

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5Each borrowing by the Company from the Lenders, each borrowing conversion of U.S. a Revolving Credit Loans Loan pursuant to Section 3.01(h) or continuation of a Revolving Credit Loan pursuant to Section 3.01(i), each payment by the U.S. Borrower from Company on account of any fee (other than with respect to fees which are expressly payable to the U.S. Administrative Agent for its own account), and any reduction of the Credit Commitments of the Lenders hereunder shall be made pro rata according to the Funding respective relevant Commitment Percentages Proportions of the U.S. Lenders in effect on the date of such borrowingLenders. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), (including each payment (other than any optional prepayment) by the U.S. Borrower Company on account of principal of or and interest on the U.S. each Revolving Credit Loans or the CAF Advances Loan and Acquisition Term Loan shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent made pro rata according to the respective outstanding principal amounts thereofof such Loans held by each Lender. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether Company on account of principal, interest, fees or otherwise, and reimbursement obligations 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 General Administrative Agent, for the account of the U.S. Lenders, at the General Payment Office of the Administrative Agent's office specified in subsection 18.2, Agent in Dollars and in immediately available funds. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same promptly upon receipt in like funds by wire transfer of each Lender's portion of such payment to such Lender for the account of its Lending Office. The Administrative Agent may, in its sole discretion, directly charge principal and interest payments due in respect of the Loans to the Company's accounts at the Payment Office or other office of the Administrative Agent. Except as receivedotherwise provided in the definition of "Interest Period", if any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by the U.S. any Borrower from the U.S. Lenders hereunder hereunder, each payment by such Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the Funding Commitment respective Initial Term Percentages or Revolving Percentages, as the case may be, of the U.S. Lenders in effect on the date of such borrowingrelevant Lenders. (b) Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), (including each payment (other than any optional prepayment) by the U.S. Borrower Company on account of principal of or and interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Term Loans shall be allocated by the General Administrative Agent made pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each mandatory principal prepayment of the Term Loans shall be applied, first, to reduce the then remaining installments of the Initial Term Loans and Incremental Term Loans, as the case may be, occurring within the next 12 months, in direct order of maturity, and second, to reduce the remaining respective installments thereof, in each case pro rata based upon the respective then remaining principal amounts thereof. Amounts prepaid on account of the Term Loans may not be reborrowed. (c) Each payment (including each prepayment) by the applicable Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders. (d) All payments (including prepayments) to be made by the U.S. a Borrower hereunder (other than with in respect to Multicurrency Loans)of amounts denominated in Dollars, whether on account of principal, interest, fees or otherwise, shall be made without set-off setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, for the account of the U.S. Lenders, at the General Administrative Agent's office specified in subsection 18.2Funding Office, in Dollars and in immediately available funds. All payments (including prepayments to be made by a Borrower hereunder with respect to principal and interest on Revolving Loans denominated in Alternative Currencies shall be made without set off or counterclaim and shall be made prior to 12:00 noon, Local Time (or, with respect to any Revolving Loan denominated in Swiss Francs, 8:00 A.M., Local Time), on the due date thereof to the Administrative agent, for the account of the Lenders, in the city of the Administrative Agent’s Applicable Payment Office for the applicable currency, in the Alternative Currency with respect to which such Revolving Loan is denominated and in immediately available funds. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same each relevant Lender promptly upon receipt in like funds as received., net of any amounts owing by such Lender pursuant to

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5Each borrowing by the Company from the Lenders, each borrowing conversion of U.S. a Loan pursuant to Section 3.01(e) or continuation of a Loan pursuant to Section 3.01(f), each payment by the Company on account of any fee (other than with respect to fees for the account of the Administrative Agent and the Issuing Lender described in Section 3.04, reimbursements by the Company to the Issuing Lender with respect to drawings under Letters of Credit pursuant to Section 2.06 and payments to the Swingline Lender of Swingline Loans) and any reduction of the Revolving Credit Loans by Commitments or the U.S. Borrower from Term Loan Commitments of the U.S. Lenders hereunder shall be made pro rata according to the Funding respective Commitment Percentages Proportions of the U.S. Lenders in effect on the date of such borrowingLenders. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), (including each payment (other than any optional prepayment) by the U.S. Borrower Company on account of principal of or and interest on the U.S. Revolving Credit Loans or the CAF Advances each Loan shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent made pro rata according to the respective outstanding principal amounts thereofof such Loans held by each Lender. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether Company on account of principal, interest, fees or otherwise, and reimbursement obligations 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 General Administrative Agent, for the account of the U.S. Lenders, Lenders (except as specified in Sections 2.06(e) and Section 3.04) at the General Payment Office of the Administrative Agent's office specified in subsection 18.2, Agent in Dollars and in immediately available funds. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same promptly upon receipt in like funds by wire transfer of each Lender’s portion of such payment to such Lender for the account of its lending office. The Administrative Agent may, in its sole discretion, directly charge principal and interest payments due in respect of the Loans to the Company’s accounts at the Payment Office or other office of the Administrative Agent. The Issuing Lender may, in its sole discretion, directly charge reimbursement obligations with respect to Letters of Credit to the Company’s accounts at any office of the Issuing Lender. Except as receivedotherwise provided in the definition of “Interest Period”, if any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5subsections 2.5 and 18.21, each borrowing of U.S. Revolving Credit Loans by the U.S. Borrower from the U.S. Lenders hereunder shall be made pro rata according to the Funding Commitment Percentages of the U.S. Lenders in effect on the date of such borrowing. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each payment (other than any optional prepayment) by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent pro rata according to the respective outstanding principal amounts thereof. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), 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 General Administrative Agent, for the account of the U.S. Lenders, at the General Administrative Agent's office specified in subsection 18.2, in Dollars and in immediately available funds. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same promptly upon receipt in like funds as received.General

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5Each borrowing by the Company from the Lenders, each borrowing conversion of U.S. a Loan pursuant to Section 3.01(e) or continuation of a Loan pursuant to Section 3.01(f), each payment by the Company on account of any fee (other than with respect to fees for the account of the Administrative Agent and the Issuing Lender described in Section 3.04, reimbursements by the Company to the Issuing Lender with respect to drawings under Letters of Credit pursuant to Section 2.06 and payments to the Swingline Lender of Swingline Loans) and any reduction of the Revolving Credit Loans by Commitments or the U.S. Borrower from Term Loan Commitments of the U.S. Lenders hereunder shall be made pro rata according to the Funding respective Commitment Percentages Proportions of the U.S. Lenders in effect on the date of such borrowingLenders. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), (including each payment (other than any optional prepayment) by the U.S. Borrower Company on account of principal of or and interest on the U.S. Revolving Credit Loans or the CAF Advances each Loan shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by the General Administrative Agent made pro rata according to the respective outstanding principal amounts thereofof such Loans held by each Lender. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether Company on account of principal, interest, fees or otherwise, and reimbursement obligations 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 General Administrative Agent, for the account of the U.S. Lenders, Lenders (except as specified in Sections 2.06(e) and Section 3.04) at the General Payment Office of the Administrative Agent's office specified in subsection 18.2, Agent in Dollars and in immediately available funds. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same promptly upon receipt in like funds by wire transfer of each Lender’s portion of such payment to such Lender for the account of its lending office. The Administrative Agent may, in its sole discretion, directly charge principal and interest payments due in respect of the Loans to the Company’s accounts at the Payment Office or other office of the Administrative Agent. The Issuing Lender may, in its sole discretion, directly charge reimbursement obligations with respect to Letters of Credit to the Company’s accounts at any office of the Issuing Lender. Except as receivedotherwise provided in the definition of “Interest Period”, if any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by or SFG Revolving Loans and any reduction of the U.S. Borrower from the U.S. Lenders hereunder Revolving Commitments shall be made pro rata according to the Funding respective Commitment Percentages of the U.S. Lenders in effect on the date of such borrowingLenders. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the U.S. Borrower Borrowers pursuant to Section 2.7, second, to interest then due and owing in respect of the Notes of the Borrowers and, third, to principal then due and owing hereunder and under the Notes of the Borrowers. Each payment on account of any facility fee hereunder fees pursuant to Section 2.7 shall be allocated by the General Administrative Agent among the U.S. Lenders made pro rata in accordance with the respective amounts which such U.S. Lenders are entitled due and owing (except as to receive pursuant the portion of the Letter of Credit Fee retained by the Issuing Lender, the Issuing Lender Fees and fees payable to subsection 10.5(athe Agents). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. Lenders. Except as provided in subsection 2.5 or subsection 10.4(d), each Each payment (other than any optional prepaymentprepayments) by the U.S. Borrower Borrowers on account of principal of or and interest on the U.S. Revolving Credit Loans, SFG Revolving Loans or and on the CAF Advances Term Loans shall be allocated by the General Administrative Agent made pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lenderin accordance with Section 2.9(a) hereof. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Loans shall be allocated by applied to such of the General Administrative Agent Loans as the applicable Borrower may designate (to be applied pro rata according among the Lenders); provided, that prepayments made pursuant to Section 2.17 shall be applied in accordance with such section. Each mandatory prepayment on account of principal of the respective outstanding principal amounts thereofLoans shall be applied in accordance with Section 2.9(b). All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether Borrowers on account of principal, interest, interest and fees or otherwise, shall be made without defense, set-off or counterclaim (except as provided in Section 2.20(b)) and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, Agent for the account of the U.S. Lenders, Lenders at the General Administrative Agent's office specified in subsection 18.2, on Schedule 9.2 in Dollars and in immediately available fundsfunds not later than 2:00 P.M. (Charlotte, North Carolina time) on the date when due. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

Pro Rata Treatment and Payments. (aa)(i) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by the U.S. Borrower Company from the U.S. Revolving Credit Lenders hereunder shall be made pro rata PRO RATA according to the Funding Revolving Credit Commitment Percentages of the U.S. Revolving Credit Lenders in effect on the date of such borrowing. Each borrowing of Term Loans by the Company from the Term Loan Lenders hereunder shall be made PRO RATA according to the Term Loan Commitment Percentages of the Term Loan Lenders in effect on the date of such borrowing. Each payment by the U.S. Borrower Company on account of any facility commitment fee hereunder shall be allocated by the General Administrative Agent among the U.S. Revolving Credit Lenders in accordance with the respective amounts which such U.S. Revolving Credit Lenders are entitled to receive pursuant to subsection 10.5(a6.5(a). Any reduction of the U.S. Revolving Credit Commitments or Term Loan Commitments, as the case may be, of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata PRO RATA according to the U.S. Revolving Credit Commitment Percentages or Term Loan Commitment Percentages, as the case may be, of the U.S. such Lenders. Except as provided in subsection 2.5 or subsection 10.4(d6.4(h), each payment (other than any optional prepayment) by the U.S. Borrower Company on account of principal of or interest on the U.S. in respect of Revolving Credit Loans or the CAF Advances Term Loans shall be allocated by the General Administrative Agent pro rata PRO RATA according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each Except as provided in subsection 6.4(h), each optional prepayment by the U.S. Borrower Company on account of principal of or interest on the U.S. in respect of Revolving Credit Loans or Term Loans shall be allocated by the General Administrative Agent pro rata PRO RATA according to the respective outstanding principal amounts thereof. All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with Company in respect to Multicurrency Loans)of Revolving Credit Loans or Term Loans hereunder, 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 General Administrative Agent, for the account of the U.S. LendersLenders entitled thereto, at the General Administrative Agent's office specified in subsection 18.24.2, in U.S. Dollars and in immediately available funds. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same promptly upon receipt in like funds as received.

Pro Rata Treatment and Payments. (a) (i) Except as provided in subsection 2.5, each Each borrowing of U.S. Revolving Credit Loans by the U.S. Borrower from the U.S. Lenders hereunder hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments shall be made pro rata according to the Funding Commitment respective Term Percentages, L/C Percentages or Revolving Percentages, as the case may be, of the U.S. Lenders in effect on the date of such borrowing. Each payment by the U.S. Borrower on account of any facility fee hereunder shall be allocated by the General Administrative Agent among the U.S. Lenders in accordance with the respective amounts which such U.S. Lenders are entitled to receive pursuant to subsection 10.5(a). Any reduction of the U.S. Revolving Credit Commitments of the U.S. Lenders shall be allocated by the General Administrative Agent among the U.S. Lenders pro rata according to the U.S. Revolving Credit Commitment Percentages of the U.S. relevant Lenders. (b) Except as otherwise provided in subsection 2.5 or subsection 10.4(d)herein, each payment (other than any optional including each prepayment) by the U.S. Borrower on account of principal of or and interest on the U.S. Revolving Credit Loans or the CAF Advances shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts thereof then due and owing to each U.S. Lender. Each optional prepayment by the U.S. Borrower on account of principal of or interest on the U.S. Revolving Credit Term Loans shall be allocated by the General Administrative Agent made pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional principal prepayment of the Term Loans shall be applied as directed by the Borrower; provided that amounts prepaid shall be treated as having been applied to installments of the Term Loans on a pro rata basis for purposes of calculating the Consolidated Fixed Charge Coverage Ratio. The amount of each mandatory principal prepayment of the Term Loans shall be applied to reduce the then remaining installments of the Term Loans pro rata based upon the respective then remaining principal amounts thereof. Except as otherwise may be agreed by the Borrower and the Required Lenders, any prepayment of Loans shall be applied to the then outstanding Term Loans on a pro rata basis regardless of type. Amounts prepaid on account of the Term Loans may not be reborrowed. (c) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders. (d) All payments (including prepayments) to be made by the U.S. Borrower hereunder (other than with respect to Multicurrency Loans)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 12:00 Noon, New York City time, 10:00 A.M. on the due date thereof to the General Administrative Agent, for the account of the U.S. Lenders, at the General Administrative Agent's office specified in subsection 18.2applicable Funding Office, in Dollars and in immediately available funds. The General Administrative Agent shall distribute such payments to the U.S. Lenders entitled to receive the same promptly upon receipt in like funds as received.. Any payment received by the Administrative Agent after 10:00 A.M. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan