Common use of Pro Rata Treatment and Payments Clause in Contracts

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Percentages of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each payment (including each prepayment) on account of principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretion. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers Borrower from the Lenders hereunder andhereunder, each payment by, by the Borrowers Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term L/C Percentages or Incremental Term Percentages Revolving Percentages, as the case may be, of the relevant Lenders. (b) Except as provided in Section 2.6(d[Reserved] (c) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Revolving Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Revolving Loans then held by the Term Revolving Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (cd) All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, 10:00 A.M. on the due date thereof to the Administrative Agent, for the account of the Lenders, at the applicable Funding Office, in Dollars (except as otherwise provided herein with respect to Letters of Credit denominated in an Alternative Currency) and in immediately available fundsSame Day Funds. Any payments received after If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such time shall be deemed to be received on payment in Dollars in the next Business Day at Dollar Equivalent of the Administrative Agent’s sole discretionAlternative Currency payment amount. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunderAny payment in Dollars 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. All payments received by the Administrative Agent after the Applicable Time specified by the Administrative Agent, if in the case of payments in an Alternative Currency, shall in each case 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 required on extended to the immediately preceding next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (de) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the time proposed date of any Borrowing borrowing that such Lender will not make the amount that would constitute its share of such Borrowing borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making has made such amount available to the Administrative AgentAgent on such date in accordance with Section 2, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not in fact made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall and the Borrower severally agree to pay to the Administrative Agent forthwith, on demand, such corresponding amount with interest thereon, for each day from and including the date on which such amount is made available to the Borrower but excluding the date of payment to the Administrative Agent, on demandat (i) in the case of a payment to be made by such Lender, such amount with interest thereon, at a rate equal to the greater of (iA) the Federal Funds Effective Rate and (iiB) 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 and (ii) in the absence case of manifest error. If such Lender’s share of such borrowing is not a payment to be made available to by the Administrative Agent by such Lender within three Business Days after such Borrowing DateBorrower, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under Loans. If the relevant Term Facility, on demand, from the Borrowers. Nothing herein Borrower and such Lender shall be deemed pay such interest to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent for the same or an overlapping period, the Borrowers Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against any a Lender as a result of any default by that shall have failed to make such Lender hereunderpayment to the Administrative Agent. (ef) Unless the Administrative Agent shall have been notified in writing by received notice from the Borrowers Borrower prior to the date of on which any payment is due to be made by the Borrowers Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that the Borrowers Borrower will not make such payment to the Administrative Agentpayment, the Administrative Agent may assume that the Borrowers are making Borrower has made such payment, payment on such date in accordance herewith and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available distribute to the Lenders their respective pro rata shares or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of a corresponding amount. If such payment is not made the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, in accordance with banking industry rules on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rateinterbank compensation. Nothing herein shall be deemed to limit the rights of Administrative Agent or any Lender against any Loan Party. (g) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable extension of credit set forth in Section 5.1 or Section 5.2 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (h) The obligations of the Lenders hereunder to (i) make Revolving Loans, (ii) fund its participations in L/C Disbursements in accordance with its respective L/C Percentage, (iii) fund its respective Swingline Participation Amount of any Swingline Loan, and (iv) make payments pursuant to Section 9.7, as applicable, are several and not joint. The failure of any Lender to make any such Loan, to fund any such participation or to make any such payment under Section 9.7 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 9.7. (i) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. (j) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees and Overadvances then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees and Overadvances then due to such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (k) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the principal of or interest on any Loan made by it, its participation in the L/C Exposure or other obligations hereunder, as applicable (other than pursuant to a provision hereof providing for non-pro rata treatment), in excess of its Revolving Percentage or L/C Percentage, as applicable, of such payment on account of the Loans or participations obtained by all of the Lenders, such Lender shall (a) notify the Administrative Agent of the receipt of such payment, and (b) within 5 Business Days of such receipt purchase (for cash at face value) from the other Revolving Lenders or L/C Lenders, as applicable (through the Administrative Agent), without recourse, such participations in the Revolving Loans made by them and/or participations in the L/C Exposure held by them, as applicable, or make such other adjustments as shall be equitable, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of the other Lenders in accordance with their respective Revolving Percentages or L/C Percentages, as applicable; provided, however, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest and (ii) the provisions of this clause (k) shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment or sale of a participation in any of its Loans or participations in L/C Disbursements to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this clause (k) shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.18(k) may exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. No documentation other than notices and the like referred to in this Section 2.18(k) shall be required to implement the terms of this Section 2.18(k). The Administrative Agent shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section 2.18(k) and shall in each case notify the Revolving Lenders or the L/C Lenders, as applicable, following any such purchase. The provisions of this Section 2.18(k) shall not be construed to apply to (i) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (ii) the application of Cash Collateral provided for in Section 3.10, or (iii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-participations in any L/C Exposure to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section 2.18(k) shall apply). The Borrower consents on behalf of itself and each other Loan Party to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation. For the avoidance of doubt, no amounts received by the Administrative Agent or any Lender against from any Guarantor that is not a Qualified ECP Guarantor shall be applied in partial or complete satisfaction of any Excluded Swap Obligations. (l) Notwithstanding anything to the Borrowerscontrary in this Agreement, the Administrative Agent may, in its discretion at any time or from time to time, without the Borrower’s request and even if the conditions set forth in Section 5.2 would not be satisfied, make a Revolving Loan in an amount equal to the portion of the Obligations constituting overdue interest and fees and Swingline Loans from time to time due and payable to itself, any Revolving Lender, the Swingline Lender or the Issuing Lender, and apply the proceeds of any such Revolving Loan to those Obligations; provided that after giving effect to any such Revolving Loan, the aggregate outstanding Revolving Loans will not exceed the Total Revolving Commitments then in effect.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Revolving Commitment Percentages of the relevant Revolving Lenders. . Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.5, second, to interest then due and owing in respect of the Notes of the Borrower and, third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment on account of any fees pursuant to Section 2.5 shall be made pro rata in accordance with the respective amounts due and owing (b) Except except as provided in Section 2.6(d) to the portion of the Letter of Credit retained by the Issuing Lender and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each the Issuing Lender Fees). Each payment (including each prepaymentother than prepayments) by the Borrower on account of principal of and interest on the Revolving Loans and the Term Loans Loan shall be made pro rata to the Term Lenders according to the respective outstanding amounts due and owing in accordance with Section 2.7 hereof. Each optional prepayment on account of principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in accordance with Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of 2.7(a) and each mandatory prepayment on account of principal of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in accordance with Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) 2.7(b). All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Funding Office, Administrative Agent’s office specified in Section 9.2 in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the next Business Day at the Administrative Agent’s sole discretiondate when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR 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. 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. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Revolving Commitment Percentages of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each . Each payment (including each prepaymentother 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 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 principal of and interest on the Term Loans any fees pursuant to Section 2.4 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Term Lenders according to the respective outstanding principal amounts portion of the Term Loans then held Letter of Credit retained by the Term LendersIssuing Lender and the Issuing Lender Fees). The amount of each Each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in accordance with Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of 2.6(a) and each mandatory prepayment of the Term Loans shall be applied in accordance with Section 2.6(b). Prepayments made pursuant to Section 2.6 2.14 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) accordance with such section. All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.17(b)) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Funding Office, Administrative Agent's office specified on Schedule 9.2 in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received funds not later than 12:00 Noon on the next Business Day at the Administrative Agent’s sole discretiondate when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR 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. 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. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers Company Borrower from the Lenders hereunder and, each payment by, the Borrowers on account of any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Percentages Percentages, as the case may be, of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each Each payment (including each prepayment) on account of principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers Company Borrower in the notice described in Section 2.5 and, if no direction is given by the BorrowersCompany Borrower, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 (other than any such prepayment pursuant to Section 2.6(b)) shall be applied as directed by the Borrowers Company Borrower in the notice described in Section 2.6 and, if no direction is given by the BorrowersCompany 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. (c) All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 3:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretion. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefortherefor (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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the BorrowersBorrower. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers Borrower may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers Borrower prior to the date of any payment due to be made by the Borrowers Borrower hereunder that the Borrowers Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the BorrowersBorrower.

Pro Rata Treatment and Payments. (a) Each borrowing Borrowing by the Borrowers Borrower from the Lenders hereunder andLenders, each payment by, (including each prepayment) by the Borrowers Borrower on account of the principal of and interest on the Loans and on account of any fees hereunder, any reimbursement of LC Disbursements, and any reduction of the Commitments of the Lenders hereunder shall be made pro rata according to the respective Term Percentages Commitments, except that (i) payments or Incremental Term Percentages prepayments, and offsets against or reductions from the amount of payments and prepayments, in each case, specifically for the relevant 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 (bor the Swingline Lender in the case of Section 2.22), and (ii) Except as provided in Section 2.6(d) if any Lender shall become a Defaulting Lender, from and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateralafter the date upon which such Lender shall have become a Defaulting Lender, each any payment (including each prepayment) made on account of principal of and or interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lendersapplied in accordance with Section 2.23(b). The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, reimbursement of LC Disbursements and fees or otherwise, shall be made in immediately available funds without setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account Agent on behalf of the LendersLenders (or on behalf of an Issuing Bank or the Swingline Lender, at as the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day case may be) at the Administrative Agent’s sole discretionoffice 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, the office of the Administrative Agent is located at Xxxxx Fargo Bank, National Association, Houston Energy Group, 0000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, XXX X0000-000, Xxxxxxx, XX 00000, Attention of Xxxx Xxx, Facsimile No.: (000) 000-0000. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except Reimbursement of all LC Disbursements shall be made as otherwise provided hereunder, if required by Section 2.05(e). (b) 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 required on extended to the immediately preceding next succeeding Business Day, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, month in which event such payment shall be made on the immediately preceding Business Day. In the case . (c) Except as provided in Section 2.04(c), Section 2.09(b), Section 2.14, Section 2.15, Section 2.16, Section 2.21, Section 2.24, Section 10.03, Section 10.13, and this Section 2.13, if any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any extension principal of or interest on any of its Loans, LC Exposure, Swingline Exposure or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon, LC Exposure, Swingline Exposure or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (x) notify the Administrative Agent of such fact, and (y) purchase (for cash at face value) participations in the Loans, LC Exposure, Swingline Exposure and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, LC Exposure, Swingline Exposure and other amounts owing them; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of principal this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the preceding two sentences, interest thereon shall be payable at foregoing arrangements may exercise against the then applicable rate during Borrower rights of set-off and counterclaim with respect to such extensionparticipation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have been notified in writing by If any Lender prior shall fail to the time of make any Borrowing that such Lender will not make the amount that would constitute its share of such Borrowing available payment required to the Administrative Agentbe made by it pursuant to Section 2.05(d), the Administrative Agent may assume that such Lender is making such amount available to the Administrative AgentSection 2.05(e), and Section 2.09(b), Section 2.12(b) or Section 2.12(c), then the Administrative Agent may, in reliance upon such assumptionits discretion (notwithstanding any contrary provision hereof), make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined apply any amounts thereafter received by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until account of 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 of manifest error. If satisfy such Lender’s share of obligations under such borrowing is not made available to the Administrative Agent by Sections until all such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunderunsatisfied obligations are fully paid. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers Borrower from the Lenders hereunder and, each payment by, the Borrowers on account of any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Percentages Percentages, as the case may be, of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each Each payment (including each prepayment) on account of principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers Borrower in the notice described in Section 2.5 and, if no direction is given by the BorrowersBorrower, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 (other than any such prepayment pursuant to Section 2.6(b)) shall be applied as directed by the Borrowers Borrower in the notice described in Section 2.6 and, if no direction is given by the BorrowersBorrower, 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. (c) All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 3:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretion. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the BorrowersBorrower. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers Borrower may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers Borrower prior to the date of any payment due to be made by the Borrowers Borrower hereunder that the Borrowers Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares Pro Rata Shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the BorrowersBorrower.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Commitment Percentages of the relevant Lenders. . Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.3, second, to interest then due and owing in respect of the Notes of the Borrower and, third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment on account of any fees pursuant to Section 2.3 shall be made pro rata in accordance with the respective amounts due and owing (b) Except except as provided in Section 2.6(d) to the portion of the Standby Letter of Credit Fee or Trade Letter of Credit Fee retained by the applicable Issuing Lender, the Issuing Lender Fees, the Fronting Fee and Section 2.23 with respect fees payable to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each the Administrative Agent). Each payment (including each prepaymentother than prepayments) by the Borrower on account of principal of and interest on the Term Revolving Loans shall be made pro rata to the Term Lenders according to the respective outstanding amounts due and owing in accordance with Section 2.5(a) hereof. Each optional prepayment on account of principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment shall be applied to such of the Term Loans as the Borrower may designate (to be applied pro rata among the Lenders); provided, that prepayments made pursuant to Section 2.5 2.13 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturityaccordance with such section. The amount of each Each mandatory prepayment on account of principal of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in accordance with Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) 2.5(b). All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.16(b)) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Funding Office, Administrative Agent's office specified on Schedule 9.2 in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the next Business Day at the Administrative Agent’s sole discretiondate when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR 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. 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. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing (other than Competitive Loans) by the Borrowers Borrower from the Lenders hereunder and, except as provided in Section 2.1(f), Section 2.1(g) or Section 2.19, each payment by, by the Borrowers Borrower on account of any facility fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Revolving Percentages of the relevant Lenders. (b) Except as otherwise provided in Section 2.6(d2.1(f), Section 2.1(g) and or Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral2.19, each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans (other than payments of Competitive Loans pursuant to Section 2.20(g)) shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 4:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders (or solely for the benefit of the non-extending Lenders in the case of non pro-rata payments made pursuant to Section 2.1(f) or Section 2.1(g)), at the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretion. The Administrative Agent shall distribute such payments to the Lenders each relevant Lender promptly upon receipt in like funds as received, net of any amounts owing by such Lender pursuant to Section 9.7. Except as otherwise provided hereunder, if 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 required on extended to the immediately preceding next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (d) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the time of any Borrowing a borrowing that such Lender will not make the amount that would constitute its share of such Borrowing borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term FacilityLoans, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunderBorrower. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers Borrower prior to 12:00 Noon, New York City time on the date of any payment due to be made by the Borrowers Borrower hereunder that the Borrowers Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the relevant Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein in this Section 2.13(e) shall be deemed to limit the rights of the Administrative Agent or any Lender against the BorrowersBorrower. (f) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.13(d), 2.13(e), 2.15(e), 3.4(a) or 9.7, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent or the Issuing Lender to satisfy such Lender’s obligations to it under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

Pro Rata Treatment and Payments. (a) Each Except as provided by subsection 2.4, each borrowing by the Borrowers either Borrower from the Lenders hereunder and, except as otherwise provided by subsection 2.5(b), in the Fee Letter or by subsection 2.9(c), each payment by, the Borrowers by either Borrower on account of any fee payable hereunder in respect of the Commitments and any reduction of the Commitments of the Lenders hereunder shall be made pro rata according to the respective Term Percentages or Incremental Term Commitment Percentages of the relevant Lenders. (b) . Except as otherwise provided in Section 2.6(d) subsections 2.4 and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral2.5(b), each payment (including each prepayment) by either Borrower on account of principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (cb) All payments (including prepayments) to be made by the either Borrowers hereunder, whether hereunder and under any Notes on account of principal, interest, interest and fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M.3:00 PM, New York City time, on the date when due date thereof without set-off or counterclaim and shall be made to the Administrative AgentAgent (except payments to be made directly to the Same Day Lender as expressly provided in this Agreement), for the account of the LendersLenders (or, in the case of payments made pursuant to subsection 2.5(b), for the account of each Lender whose Commitment has been terminated pursuant to any such subsection or, in the case of Agent’s/Arranger’s Fees, to the Administrative Agent or the Co-Lead Arrangers as agreed in writing), at the Funding OfficeAdministrative Agent’s office set forth in subsection 9.2, in Dollars lawful money of the United States of America and in immediately available funds. Any payments amounts received after such time shall on any date may, in the discretion of the Administrative Agent, be deemed to be have been received on the next succeeding Business Day at the Administrative Agent’s sole discretionfor purposes of calculating interest thereon. The Administrative Agent shall distribute such payments to the Lenders each Lender promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (dc) Unless the Administrative Agent shall have been notified in writing If at any time insufficient funds are received by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date thereforto pay fully all amounts then due hereunder, such Lender funds shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the Federal Funds Effective Rate parties entitled thereto in accordance with the amounts of accrued interest and fees then due to such parties, and (ii) a rate determined by second, towards payment of principal then due hereunder, ratably among the Administrative Agent parties entitled thereto 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 amounts of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment principal then due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowersparties.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Commitment Percentages of the relevant Lenders. . 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 2.4, second, to interest then due and owing in respect of the Notes of the Borrower, third, to principal then due and owing hereunder and under the Notes of the Borrower and, fourth, to any other amounts then due and owing hereunder or under any other Credit Document. Each payment on account of any fees pursuant to Section 2.4 shall be made pro rata in accordance with the respective amounts due and owing (b) Except except as provided to the portion of the Letter of Credit Fee retained by the Issuing Lender, the Issuing Lender Fees and the annual administrative fee referenced in Section 2.6(d) and Section 2.23 with respect 2.4(d)). Each optional prepayment of principal of the Loans shall be applied to Incremental Term the Loans as the Borrower may designate (to be prepaid applied pro rata among the Lenders); provided, that prepayments made pursuant to Section 2.14 shall be applied in accordance with Segregated Cash Collateral, each payment (including each prepayment) such section. Each mandatory prepayment on account of principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lendersapplied in accordance with Section 2.6(b). The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether on account Borrower of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.17(b)) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Funding Office, Administrative Agent’s office specified on Schedule 9.2 in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the next Business Day at the Administrative Agent’s sole discretiondate when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR 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. 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. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder andhereunder, each payment by, the Borrowers by any Borrower on account of any Commitment Fee and any reduction of the Commitments of the Lenders shall be made pro rata to the relevant Lenders of any Class according to the respective Term Percentages or Percentages, Incremental Term Percentages or Revolving Percentages, as the case may be, of the relevant LendersLenders of such Class. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each Each payment (including each voluntary or mandatory prepayment) on account of principal of and interest on any Class of the Term Loans shall be made pro rata to the Term Lenders of such Class according to the respective outstanding principal amounts Outstanding Amount of the Term Loans then held by the Term LendersLenders of such Class. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 2.10 shall be applied as directed by the Borrowers Borrower Representative in the notice described in Section 2.5 2.10 and, if no direction is given by the BorrowersBorrower Representative, in the direct order of maturitymaturity and to the Term Loans of each Borrower on a pro rata basis. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 2.11 shall be applied as directed by the Borrowers Borrower Representative in the notice described in Section 2.6 2.11 and to the Term Loans of each Borrower on a pro-rata basis (other than in the case of Permitted Credit Agreement Refinancing Debt, the proceeds of which shall be applied to the applicable Class) and, if no direction is given by the BorrowersBorrower Representative, in the direct order of maturity. Each payment (including each prepayment) by the Borrowers on account of principal of and interest on the Revolving Loans shall be made pro rata to the Revolving Lenders according to the respective Outstanding Amount of the Revolving Loans then held by the Revolving Lenders. (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M., 2:00 p.m. (New York City time, ) on the due date thereof to the Administrative AgentAgent at its offices at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretion. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefortherefor (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 of manifest error. If such LenderXxxxxx’s share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with (without duplication of any such amounts ultimately received from such Lender, and any interest thereon) interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers Borrower Representative prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three (3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Loans by the Borrowers a Borrower from the Lenders hereunder andhereunder, each payment by, the Borrowers by a Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Applicable Percentages of the relevant Lenders.Lenders at the time thereof (b) Except as provided in Subject to Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral2.20, each payment (including each prepayment) by a Borrower on account of principal of and interest on the Term Revolving Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Revolving Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers a Loan Party hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 3:00 P.M., New York City time (or, if timely notice has been given pursuant to Section 2.7, in the case of payments in respect of Borrowing Base A Loans, prior to 4:00 P.M., New York City time), on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. Any payments received The Administrative Agent, acting in its sole and absolute discretion, may treat any payment made after such the time shall be deemed to be received specified in this Section 2.14(c) as having being made on the next succeeding Business Day at Day. Subject to Section 2.20, the Administrative Agent’s sole discretion. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received, net of any amounts owing by such Lender pursuant to Section 9.7. Except as otherwise provided hereunder, if 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 required on extended to the immediately preceding next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentencessentences or failure to make prepayment on its due date by the time specified in this Section 2.14(c), interest thereon shall be payable at the then applicable rate during such extensionextension or until such prepayment is made, as the case may be. (d) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the time of any Borrowing a borrowing that such Lender will not make the amount that would constitute its share of such Borrowing borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers applicable Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, 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 of manifest demonstrable error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term FacilityFederal Funds Rate Loans, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunderapplicable Borrower. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers a Borrower prior to the date of any payment due to be made by the Borrowers such Borrower hereunder that the Borrowers such Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are such Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers such Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder andhereunder, each payment by, by the Borrowers on account of any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Percentages of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each Each payment (including each prepayment) on account of principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretion. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Revolving Loans and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Commitment Percentages of the relevant Lenders. . Each payment under this Credit Agreement or any Note shall be applied (bi) Except as provided first, to any Fees then due and owing, (ii) second, to interest then due and owing in Section 2.6(drespect of the Notes of the Borrower and (iii) third, to principal then due and Section 2.23 owing hereunder and under the Notes of the Borrower. Each payment on account of the Commitment Fees or the Letter of Credit Fees shall be made pro rata in accordance with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each the respective amounts due and owing. Each payment (including each prepaymentother than voluntary repayments and mandatory prepayments) by the Borrower on account of principal of and interest on the Term Revolving Loans shall be made pro rata to the Term Lenders according to the respective outstanding amounts due and owing hereunder. Each voluntary repayment and mandatory prepayment on account of principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in accordance with Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity3.3. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in Section 3.13(b)) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Funding Office, Administrative Agent’s office specified in Section 11.2 in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received funds not later than 1:00 P.M. on the next Business Day at the Administrative Agent’s sole discretiondate when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR 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. 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. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers Borrower from the Lenders hereunder andhereunder, each payment by, by the Borrowers Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term L/C Percentages or Incremental Term Percentages Revolving Percentages, as the case may be, of the relevant Lenders. (b) Except as provided in Section 2.6(d[Reserved] (c) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Revolving Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Revolving Loans then held by the Term Revolving Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (cd) All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, 10:00 A.M. on the due date thereof to the Administrative Agent, for the account of the Lenders, at the applicable Funding Office, in Dollars (except as otherwise provided herein with respect to Letters of Credit denominated in an Alternative Currency) and in immediately available fundsSame Day Funds. Any payments received after If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such time shall be deemed to be received on payment in Dollars in the next Business Day at Dollar Equivalent of the Administrative Agent’s sole discretionAlternative Currency payment amount. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunderAny payment in Dollars 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. All payments received by the Administrative Agent after the Applicable Time specified by the Administrative Agent, if in the case of payments in an Alternative Currency, shall in each case 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 SOFR Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day. If any payment on a Eurodollar SOFR Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, 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. (de) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the time proposed date of any Borrowing borrowing that such Lender will not make the amount that would constitute its share of such Borrowing borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making has made such amount available to the Administrative AgentAgent on such date in accordance with Section 2, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not in fact made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall and the Borrower severally agree to pay to the Administrative Agent forthwith, on demand, such corresponding amount with interest thereon, for each day from and including the date on which such amount is made available to the Borrower but excluding the date of payment to the Administrative Agent, on demandat (i) in the case of a payment to be made by such Lender, such amount with interest thereon, at a rate equal to the greater of (iA) the Federal Funds Effective Rate and (iiB) 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 and (ii) in the absence case of manifest error. If such Lender’s share of such borrowing is not a payment to be made available to by the Administrative Agent by such Lender within three Business Days after such Borrowing DateBorrower, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under Loans. If the relevant Term Facility, on demand, from the Borrowers. Nothing herein Borrower and such Lender shall be deemed pay such interest to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent for the same or an overlapping period, the Borrowers Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against any a Lender as a result of any default by that shall have failed to make such Lender hereunderpayment to the Administrative Agent. (ef) Unless the Administrative Agent shall have been notified in writing by received notice from the Borrowers Borrower prior to the date of on which any payment is due to be made by the Borrowers Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that the Borrowers Borrower will not make such payment to the Administrative Agentpayment, the Administrative Agent may assume that the Borrowers are making Borrower has made such payment, payment on such date in accordance herewith and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available distribute to the Lenders their respective pro rata shares or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of a corresponding amount. If such payment is not made the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, in accordance with banking industry rules on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rateinterbank compensation. Nothing herein shall be deemed to limit the rights of Administrative Agent or any Lender against any Loan Party. (g) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable extension of credit set forth in Section 5.1 or Section 5.2 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (h) The obligations of the Lenders hereunder to (i) make Revolving Loans, (ii) fund its participations in L/C Disbursements in accordance with its respective L/C Percentage, (iii) fund its respective Swingline Participation Amount of any Swingline Loan, and (iv) make payments pursuant to Section 9.7, as applicable, are several and not joint. The failure of any Lender to make any such Loan, to fund any such participation or to make any such payment under Section 9.7 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 9.7. (i) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. (j) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees and Overadvances then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees and Overadvances then due to such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (k) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the principal of or interest on any Loan made by it, its participation in the L/C Exposure or other obligations hereunder, as applicable (other than pursuant to a provision hereof providing for non-pro rata treatment), in excess of its Revolving Percentage or L/C Percentage, as applicable, of such payment on account of the Loans or participations obtained by all of the Lenders, such Lender shall (a) notify the Administrative Agent of the receipt of such payment, and (b) within 5 Business Days of such receipt purchase (for cash at face value) from the other Revolving Lenders or L/C Lenders, as applicable (through the Administrative Agent), without recourse, such participations in the Revolving Loans made by them and/or participations in the L/C Exposure held by them, as applicable, or make such other adjustments as shall be equitable, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of the other Lenders in accordance with their respective Revolving Percentages or L/C Percentages, as applicable; provided, however, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest and (ii) the provisions of this clause (k) shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment or sale of a participation in any of its Loans or participations in L/C Disbursements to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this clause (k) shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.18(k) may exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. No documentation other than notices and the like referred to in this Section 2.18(k) shall be required to implement the terms of this Section 2.18(k). The Administrative Agent shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section 2.18(k) and shall in each case notify the Revolving Lenders or the L/C Lenders, as applicable, following any such purchase. The provisions of this Section 2.18(k) shall not be construed to apply to (i) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (ii) the application of Cash Collateral provided for in Section 3.10, or (iii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-participations in any L/C Exposure to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section 2.18(k) shall apply). The Borrower consents on behalf of itself and each other Loan Party to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation. For the avoidance of doubt, no amounts received by the Administrative Agent or any Lender against from any Guarantor that is not a Qualified ECP Guarantor shall be applied in partial or complete satisfaction of any Excluded Swap Obligations. (l) Notwithstanding anything to the Borrowerscontrary in this Agreement, the Administrative Agent may, in its discretion at any time or from time to time, without the Borrower’s request and even if the conditions set forth in Section 5.2 would not be satisfied, make a Revolving Loan in an amount equal to the portion of the Obligations constituting overdue interest and fees and Swingline Loans from time to time due and payable to itself, any Revolving Lender, the Swingline Lender or the Issuing Lender, and apply the proceeds of any such Revolving Loan to those Obligations; provided that after giving effect to any such Revolving Loan, the aggregate outstanding Revolving Loans will not exceed the Total Revolving Commitments then in effect.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder andExcept as otherwise provided in Section 3.11 with respect to any Defaulting DIP Lender, each payment by, by the Borrowers Borrower on account of any fee hereunder and any reduction of the DIP Loan Commitments of the DIP Lenders shall be made made, subject to Section 3.5(c), pro rata according to the respective Term Percentages or Incremental Term DIP Loan Percentages of the relevant DIP Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each . Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term DIP Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to in accordance with Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity3.5(c). (cb) All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 1:00 P.M.12:00 noon, New York City time, on the due date thereof to the Administrative Agent, subject to Section 3.5(c), for the account of the DIP Lenders, at the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretionPayment Office, in Dollars, in immediately available funds and shall be applied as set forth in Section 3.5(c). The Administrative Agent shall distribute such payments to the DIP Lenders promptly upon receipt in like funds as receivedreceived in accordance with Section 3.5(c). Except as otherwise provided hereunder, if 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 required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result Day, and, with respect to payments 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 sentencesprincipal, interest thereon shall be payable at the then applicable rate during such extension. (dc) Unless Amounts paid or prepaid pursuant to this Agreement shall be applied as set forth in this Section 3.5(c). (i) So long as no Event of Default has occurred and is continuing the Administrative Agent shall have been notified apply all amounts received in writing accordance with this Agreement (other than amounts specified by any Lender prior the Borrower to be paid for a specific purpose that is permitted or required to be paid under this Agreement, which shall be applied in accordance with such request): (A) first, to the time payment of any Borrowing that such Lender will not make the amount that would constitute its share of such Borrowing available to the Administrative Agentall costs, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agentfees, expenses and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available indemnities then due and payable to the Administrative Agent by and the required time DIP Lenders, including fees and expenses of attorneys, accountants, consultants, financial advisers and other advisers; (B) second, to the payment of all accrued and unpaid interest then due and payable on the Borrowing Date thereforInitial DIP Loans; (C) third, such Lender shall pay to the Administrative Agentpayment of all accrued and unpaid interest then due and payable on the Intermediate DIP Loans; (D) fourth, on demand, such amount with interest thereon, at a rate equal to the greater payment of all accrued and unpaid interest then due and payable on the Delayed Draw DIP Loans; (iE) fifth, to the Federal Funds Effective Rate payment of all accrued and unpaid interest then due and payable on the Roll-Up DIP Loans; (F) sixth, to the payment of principal on the Initial DIP Loans (G) seventh, to the payment of principal on the Intermediate DIP Loans; (H) eighth, to the payment of principal on the Delayed Draw DIP Loans; (I) ninth, to the payment of principal on the Roll-Up DIP Loans and (J) thereafter, to any and all other Obligations due under this Agreement. (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 After an Event of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing Default has occurred and is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Datecontinuing, the Administrative Agent shall also apply all amounts received in accordance with this Agreement: (A) first, to the payment all costs, fees, expenses and indemnities of the Administrative Agent and the DIP Lenders, including fees and expenses of attorneys, accountants, consultants, financial advisers and other advisers; (B) second, to the payment of all accrued and unpaid interest on the Initial DIP Loans; (C) third, to the payment of all accrued and unpaid interest on the Intermediate DIP Loans; (D) fourth, to the payment of principal of the Initial DIP Loans (E) fifth, to the payment of principal on the Intermediate DIP Loans; (F) sixth, to the payment of all accrued and unpaid interest on the Delayed Draw DIP Loans; (G) seventh, to the payment of all accrued and unpaid interest on the Roll-Up DIP Loans; (H) eighth, to the payment of principal on the Delayed Draw DIP Loans; (I) ninth, to the payment of principal on the Roll-Up DIP Loans; and (J) thereafter, to any and all other Obligations due under this Agreement. Amounts shall be entitled applied to recover such amount each category of Obligations set forth above until Full Payment thereof and then to the next category. Amounts applied in repayment or prepayment of principal of the DIP Loans in accordance with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein this Section 3.5(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified applied to Funded DIP Loans and Roll-Up DIP Loans in writing by equal amounts for the Borrowers prior purposes of calculating any Exit Fee. Except as otherwise provided in Section 3.11 with respect to the date of any payment due Defaulting DIP Lender, if amounts are insufficient to satisfy a category, they shall be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective applied on a pro rata shares of a corresponding amountbasis among the Obligations in the category. If such payment is not made The allocations set forth in Section 3.5(c)(ii) are solely to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit determine the rights and priorities of the Administrative Agent and the DIP Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. Section 3.5(c)(ii) is not for the benefit of or enforceable by the Borrower or any other Obligor. (iii) The Administrative Agent shall not be liable for any application of amounts made by it in good faith (absent gross negligence or willful misconduct of the Administrative Agent) and, if any such good faith application is subsequently determined to have been made in error (absent gross negligence or willful misconduct of the Administrative Agent), the sole recourse of any DIP Lender against or other Person to which such amount should have been made shall be to recover the Borrowersamount from the Person that actually received it (and, if such amount was received by any DIP Lender, such DIP Lender hereby agrees to return it).

Pro Rata Treatment and Payments. (a) Each The borrowing by the Borrowers Borrower from the Lenders hereunder and, each payment by, the Borrowers on account of any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Loan Percentages of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each Each payment (including each prepayment) of the Loans shall be allocated among the Lenders pro rata based on the principal amount of the Loans held by the Lenders, and each prepayment of the Loans shall be applied to the installments of the Loans pro rata based on the remaining outstanding principal amount of such installments. Amounts prepaid on account of principal of and interest on the Term Loans shall may not be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturityreborrowed. (c) The application of any payment of Loans (including optional and mandatory prepayments) shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans; provided, that, notwithstanding anything to the contrary set forth in Sections 2.7(a) or 2.7(b), any amounts required to be prepaid pursuant to either Section 2.7(a) or 2.7(b) in excess of the amount required to prepay all outstanding Base Rate Loans shall not be required to be applied to prepay Eurodollar Loans until the first day after the specified payment date for such prepayment on which such payment can be made without causing any amounts to be payable pursuant to Section 2.16 in connection with such prepayment; provided, however, that the payment deadlines set forth in Section 2.7(a) and 2.7(b) shall not be extended in respect of any prepayment of Eurodollar Loans as provided in the foregoing proviso if the Lenders shall waive their right to receive the amounts payable pursuant to Section 2.16 in connection with any such prepayment. (d) All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M.12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Payment Office, in Dollars and in immediately available funds. Any payments received payment made by the Borrower after such time shall 12:00 Noon, New York City time, on any Business Day shall, in the discretion of the Administrative Agent, be deemed to be received have been on the next following Business Day at the Administrative Agent’s sole discretionDay. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if 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 required on extended to the immediately preceding next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (de) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the time of any Borrowing Closing Date that such Lender will not make the amount that would constitute its share of such Borrowing the Loans available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date thereforClosing Date, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, thereon at a rate equal to the greater of (i) the daily average 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (ef) Unless the Administrative Agent shall have been notified in writing by the Borrowers Borrower prior to the date of any payment due to be made by the Borrowers Borrower hereunder that the Borrowers Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the BorrowersBorrower.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder andhereunder, each payment by, the Borrowers by any Borrower on account of any Commitment Fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Percentages, Incremental Term Percentages or Revolving Percentages, as the case may be, of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each Each payment (including each prepayment) on account of principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts Outstanding Amount of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 2.10 shall be applied as directed by the Borrowers Borrower Representative in the notice described in Section 2.5 2.10 and, if no direction is given by the BorrowersBorrower Representative, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 2.11 shall be applied as directed by the Borrowers Borrower Representative in the notice described in Section 2.6 2.11 and, if no direction is given by the BorrowersBorrower Representative, in the direct order of maturity. Each payment (including each prepayment) by the Borrowers on account of principal of and interest on the Revolving Loans shall be made pro rata to the Revolving Lenders according to the respective Outstanding Amount of the Revolving Loans then held by the Revolving Lenders. (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretion. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefortherefor (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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers Borrower Representative prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three (3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing Borrowing by the Borrowers Borrower from the Lenders hereunder andLenders, each payment by, (including each prepayment) by the Borrowers Borrower on account of the principal of and interest on the Loans and on account of any fees hereunder, any reimbursement of LC Disbursements, and any reduction of the Commitments of the Lenders hereunder shall be made pro rata according to the respective Term Percentages Commitments, except that (i) payments or Incremental Term Percentages prepayments, and offsets against or reductions from the amount of payments and prepayments, in each case, specifically for the relevant 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 (bor the Swingline Lender in the case of Section 2.22), and (ii) Except as provided in Section 2.6(d) if any Lender shall become a Defaulting Lender, from and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateralafter the date upon which such Lender shall have become a Defaulting Lender, each any payment (including each prepayment) made on account of principal of and or interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lendersapplied in accordance with Section 2.23(b). The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, reimbursement of LC Disbursements and fees or otherwise, shall be made in immediately available funds without setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account Agent on behalf of the LendersLenders (or on behalf of the Issuing Bank or the Swingline Lender, at as the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day case may be) at the Administrative Agent’s sole discretionoffice 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, the office of the Administrative Agent is located at Xxxxx Fargo Bank, National Association, Houston Energy Group, 0000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, XX 00000, Attention of Xxxxxxxxx Faith, Phone No.: (000) 000-0000, Facsimile No.: (000) 000-0000. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except Reimbursement of all LC Disbursements shall be made as otherwise provided hereunder, if required by Section 2.05(e). (b) 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 required on extended to the immediately preceding next succeeding Business Day, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, month in which event such payment shall be made on the immediately preceding Business Day. In . (c) Except as provided in Section 2.04(d), Section 2.09(b), Section 2.14, Section 2.15, Section 2.16, Section 2.21, Section 10.03, Section 10.13, and this Section 2.13, if any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender (other than, in the case of Swingline Loans, the Swingline Lender), then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements with respect to the Loans and LC Exposure of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any extension such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of principal this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the preceding two sentences, interest thereon shall be payable at foregoing arrangements may exercise against the then applicable rate during Borrower rights of set-off and counterclaim with respect to such extensionparticipation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have been notified in writing by any Lender received notice from the Borrower prior to the time date on which any payment is due to the Administrative Agent for the account of any Borrowing the Lenders or the Issuing Bank hereunder that such Lender the Borrower will not make the amount that would constitute its share of such Borrowing available to the Administrative Agentpayment, the Administrative Agent may assume that the Borrower has made such Lender is making payment on such amount available to the Administrative Agent, date in accordance herewith and the Administrative Agent may, in reliance upon such assumption, make available distribute to the Borrowers a corresponding amountLenders or the Issuing Bank, as the case may be, the amount due. If In such amount is event, if the Borrower has not in fact made available such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent by forthwith on demand the required time on the Borrowing Date therefor, amount so distributed to such Lender shall pay or the Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate cost incurred by the Administrative Agent for making such distributed amount 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent If any Lender shall have been notified in writing by the Borrowers prior fail to the date of make any payment due required to be made by the Borrowers hereunder that the Borrowers will not make such payment it pursuant to the Administrative AgentSection 2.05(d), the Administrative Agent may assume that the Borrowers are making such paymentSection 2.05(e), and Section 2.09(b), Section 2.12(b) or Section 2.13(d), then the Administrative Agent may, but shall not be required toin its discretion (notwithstanding any contrary provision hereof), in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to apply any amounts thereafter received by the Administrative Agent by for the Borrowers within three Business Days after account of such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, satisfy such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the BorrowersLender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Revolving Commitment Percentages of the relevant Lenders. . Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.4, second, to interest then due and owing in respect of the Notes of the Borrower and, third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment on account of any fees pursuant to Section 2.4 shall be made pro rata in accordance with the respective amounts due and owing (b) Except except as provided in Section 2.6(d) to the portion of the Letter of Credit retained by the Issuing Lender and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each the Issuing Lender Fees). Each payment (including each prepaymentother than prepayments) by the Borrower on account of principal of and interest on the Term Revolving Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lendersdue and owing in accordance with Section 2.6 hereof. The amount of each optional prepayment of the Term Loans Prepayments made pursuant to Section 2.5 2.14 shall be applied as directed by in accordance with such section. Each optional prepayment on account of principal of the Borrowers Loans shall be applied in the notice described in accordance with Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of 2.6(a) and each mandatory prepayment on account of principal of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in accordance with Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) 2.6(b). All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.17(b)) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Funding Office, Administrative Agent's office specified on Schedule 9.2 in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the next Business Day at the Administrative Agent’s sole discretiondate when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR 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. 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. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers Borrower from the Lenders hereunder andhereunder, each payment by, by the Borrowers Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term L/C Percentages or Incremental Term Percentages Revolving Percentages, as the case may be, of the relevant Lenders. (b) Except as provided in Section 2.6(d[Reserved] (c) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Revolving Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Revolving Loans then held by the Term Revolving Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (cd) All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, 10:00 A.M. on the due date thereof to the Administrative Agent, for the account of the Lenders, at the applicable Funding Office, in Dollars (except as otherwise provided herein with respect to Letters of Credit denominated in an Alternative Currency) and in immediately available fundsSame Day Funds. Any payments received after If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such time shall be deemed to be received on payment in Dollars in the next Business Day at Dollar Equivalent of the Administrative Agent’s sole discretionAlternative Currency payment amount. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunderAny payment in Dollars 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. All payments received by the Administrative Agent after the Applicable Time specified by the Administrative Agent, if in the case of payments in an Alternative Currency, shall in each case 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 EurodollarSOFR Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day. If any payment on a Eurodollar EurodollarSOFR 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. (de) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the time proposed date of any Borrowing borrowing that such Lender will not make the amount that would constitute its share of such Borrowing borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making has made such amount available to the Administrative AgentAgent on such date in accordance with Section 2, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not in fact made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall and the Borrower severally agree to pay to the Administrative Agent forthwith, on demand, such corresponding amount with interest thereon, for each day from and including the date on which such amount is made available to the Borrower but excluding the date of payment to the Administrative Agent, on demandat (i) in the case of a payment to be made by such Lender, such amount with interest thereon, at a rate equal to the greater of (iA) the Federal Funds Effective Rate and (iiB) 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 and (ii) in the absence case of manifest error. If such Lender’s share of such borrowing is not a payment to be made available to by the Administrative Agent by such Lender within three Business Days after such Borrowing DateBorrower, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under Loans. If the relevant Term Facility, on demand, from the Borrowers. Nothing herein Borrower and such Lender shall be deemed pay such interest to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent for the same or an overlapping period, the Borrowers Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lxxxxx’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against any a Lender as a result of any default by that shall have failed to make such Lender hereunderpayment to the Administrative Agent. (ef) Unless the Administrative Agent shall have been notified in writing by received notice from the Borrowers Borrower prior to the date of on which any payment is due to be made by the Borrowers Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that the Borrowers Borrower will not make such payment to the Administrative Agentpayment, the Administrative Agent may assume that the Borrowers are making Borrower has made such payment, payment on such date in accordance herewith and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available distribute to the Lenders their respective pro rata shares or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of a corresponding amount. If such payment is not made the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, in accordance with banking industry rules on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rateinterbank compensation. Nothing herein shall be deemed to limit the rights of Administrative Agent or any Lender against any Loan Party. (g) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable extension of credit set forth in Section 5.1 or Section 5.2 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (h) The obligations of the Lenders hereunder to (i) make Revolving Loans, (ii) fund its participations in L/C Disbursements in accordance with its respective L/C Percentage, (iii) fund its respective Swingline Participation Amount of any Swingline Loan, and (iv) make payments pursuant to Section 9.7, as applicable, are several and not joint. The failure of any Lender to make any such Loan, to fund any such participation or to make any such payment under Section 9.7 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 9.7. (i) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. (j) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (k) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the principal of or interest on any Loan made by it, its participation in the L/C Exposure or other obligations hereunder, as applicable (other than pursuant to a provision hereof providing for non-pro rata treatment), in excess of its Revolving Percentage or L/C Percentage, as applicable, of such payment on account of the Loans or participations obtained by all of the Lenders, such Lender shall (a) notify the Administrative Agent of the receipt of such payment, and (b) within five (5) Business Days of such receipt purchase (for cash at face value) from the other Revolving Lenders or L/C Lenders, as applicable (through the Administrative Agent), without recourse, such participations in the Revolving Loans made by them and/or participations in the L/C Exposure held by them, as applicable, or make such other adjustments as shall be equitable, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of the other Lenders in accordance with their respective Revolving Percentages or L/C Percentages, as applicable; provided, however, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest and (ii) the provisions of this clause (k) shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment or sale of a participation in any of its Loans or participations in L/C Disbursements to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this clause (k) shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.18(k) may exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. No documentation other than notices and the like referred to in this Section 2.18(k) shall be required to implement the terms of this Section 2.18(k). The Administrative Agent shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section 2.18(k) and shall in each case notify the Revolving Lenders or the L/C Lenders, as applicable, following any such purchase. The provisions of this Section 2.18(k) shall not be construed to apply to (i) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (ii) the application of Cash Collateral provided for in Section 3.10, or (iii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-participations in any L/C Exposure to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section 2.18(k) shall apply). The Borrower consents on behalf of itself and each other Loan Party to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation. For the avoidance of doubt, no amounts received by the Administrative Agent or any Lender against from any Guarantor that is not a Qualified ECP Guarantor shall be applied in partial or complete satisfaction of any Excluded Swap Obligations. (l) Notwithstanding anything to the Borrowerscontrary in this Agreement, the Administrative Agent may, in its discretion at any time or from time to time, without the Borrower’s request and even if the conditions set forth in Section 5.2 would not be satisfied, make a Revolving Loan in an amount equal to the portion of the Obligations constituting overdue interest and fees and Swingline Loans from time to time due and payable to itself, any Revolving Lender, the Swingline Lender or the Issuing Lender, and apply the proceeds of any such Revolving Loan to those Obligations; provided that after giving effect to any such Revolving Loan, the aggregate outstanding Revolving Loans will not exceed the Total Revolving Commitments then in effect.

Pro Rata Treatment and Payments. (a) Each borrowing Borrowing by the Borrowers Borrower from the Lenders hereunder andLenders, each payment by, (including each prepayment) by the Borrowers Borrower on account of the principal of and interest on the Loans and on account of any fees hereunder, any reimbursement of LC Disbursements, and any reduction of the Commitments of the Lenders hereunder shall be made pro rata according to the respective Term Percentages Commitments, except that (i) payments or Incremental Term Percentages prepayments, and offsets against or reductions from the amount of payments and prepayments, in each case, specifically for the relevant 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 (bor a Swingline Lender in the case of Section 2.22), and (ii) Except as provided in Section 2.6(d) if any Lender shall become a Defaulting Lender, from and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateralafter the date upon which such Lender shall have become a Defaulting Lender, each any payment (including each prepayment) made on account of principal of and or interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lendersapplied in accordance with Section 2.23(b). The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, reimbursement of LC Disbursements and fees or otherwise, shall be made in immediately available funds without setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account Agent on behalf of the LendersLenders (or on behalf of an Issuing Bank or a Swingline Lender, at as the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day case may be) at the Administrative Agent’s sole discretionoffice 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, the office of the Administrative Agent is located at Xxxxx Fargo Bank, National Association, Houston Energy Group, 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, XXX X0000-000, Xxxxxxx, XX 00000, Attention of Xxxxxx Xxxxxxx, Phone No.: (000) 000-0000, Facsimile No.: (000) 000-0000. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except Reimbursement of all LC Disbursements shall be made as otherwise provided hereunder, if required by Section 2.05(e). (b) If any payment hereunder (other than payments on the Eurodollar SOFR Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar SOFR Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, month in which event such payment shall be made on the immediately preceding Business Day. In the case . (c) Except as provided in Section 2.04(c), Section 2.09(b), Section 2.14, Section 2.15, Section 2.16, Section 2.21, Section 2.24, Section 10.03, Section 10.13, and this Section 2.13, if any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any extension principal of or interest on any of its Loans, LC Exposure, Swingline Exposure or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon, LC Exposure, Swingline Exposure or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (x) notify the Administrative Agent of such fact, and (y) purchase (for cash at face value) participations in the Loans, LC Exposure, Swingline Exposure and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, LC Exposure, Swingline Exposure and other amounts owing them; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of principal this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the preceding two sentences, interest thereon shall be payable at foregoing arrangements may exercise against the then applicable rate during Borrower rights of set-off and counterclaim with respect to such extensionparticipation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have been notified in writing by If any Lender prior shall fail 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due required to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available it pursuant to the preceding sentenceSection 2.05(d), such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.Section 2.05(e), Section 2.09(b), Section 2.12(b) or

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers Borrower from the Lenders hereunder andhereunder, each payment by, by the Borrowers Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term L/C Percentages or Incremental Term Percentages Revolving Percentages, as the case may be, of the relevant Lenders. (b) Except as provided in Section 2.6(d[Reserved.] (c) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Revolving Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Revolving Loans then held by the Term Revolving Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (cd) All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff or counterclaim and shall be made prior to 1:00 P.M.10:00 A.M., New York City Pacific time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Revolving Loan Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretion. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if Any payment received by the Administrative Agent after 10:00 A.M. Pacific Time 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 required on extended to the immediately preceding next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (de) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the time date of any Borrowing borrowing that such Lender will not make the amount that would constitute its share of such Borrowing borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative AgentAgent on such date in accordance with Section 2, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not in fact made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall and the Borrower severally agree to pay to the Administrative Agent, on demand, such corresponding amount with interest thereon, for each day from and including the date on which such amount is made available to the Borrower but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, a rate equal to the greater of (iA) the Federal Funds Effective Rate and (iiB) 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 and (ii) in the absence case of manifest error. If such Lender’s share of such borrowing is not a payment to be made available to by the Administrative Agent by such Lender within three Business Days after such Borrowing DateBorrower, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from . If the Borrowers. Nothing herein Borrower and such Lender shall be deemed pay such interest to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent for the same or an overlapping period, the Borrowers Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against any a Lender as a result of any default by that shall have failed to make such Lender hereunderpayment to the Administrative Agent. (ef) Unless the Administrative Agent shall have been notified in writing by received notice from the Borrowers Borrower prior to the date of on which any payment is due to be made by the Borrowers Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that the Borrowers Borrower will not make such payment to the Administrative Agentpayment, the Administrative Agent may assume that the Borrowers are Borrower is making such payment, payment on such date in accordance herewith and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available distribute to the Lenders their respective pro rata shares or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of a corresponding amount. If such payment is not made the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, in accordance with banking industry rules on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rateinterbank compensation. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against any Loan Party. (g) If any Lender makes available to the BorrowersAdministrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable extension of credit set forth in Section 5.1 or Section 5.2 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (h) The obligations of the Lenders hereunder to (i) make Revolving Loans, (ii) to fund its participations in L/C Disbursements in accordance with its respective L/C Percentage, (iii) to fund its respective Swingline Participation Amount of any Swingline Loan, and (iv) to make payments pursuant to Section 9.7, as applicable, are several and not joint. The failure of any Lender to make any such Loan, to fund any such participation or to make any such payment under Section 9.7 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 9.7. (i) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. (j) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (k) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the principal of or interest on any Loan made by it, its participation in the L/C Exposure or other obligations hereunder, as applicable (other than pursuant to a provision hereof providing for non-pro rata treatment), in excess of its Revolving Percentage or L/C Percentage, as applicable, of such payment on account of the Loans or participations obtained by all of the Lenders, such Lender shall forthwith advise the Administrative Agent of the receipt of such payment, and within five (5) Business Days of such receipt purchase (for cash at face value) from the other Revolving Lenders or L/C Lenders, as applicable (through the Administrative Agent), without recourse, such participations in the Revolving Loans made by them and/or participations in the L/C Exposure held by them, as applicable, or make such other adjustments as shall be equitable, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of the other Lenders in accordance with their respective Revolving Percentages or L/C Percentages, as applicable; provided, however, that if all or any portion of such excess payment is thereafter recovered by or on behalf of the Borrower from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.18(k) may exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. No documentation other than notices and the like referred to in this Section 2.18(k) shall be required to implement the terms of this Section 2.18(k). The Administrative Agent shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section 2.18(k) and shall in each case notify the Revolving Lenders or the L/C Lenders, as applicable, following any such purchase. The provisions of this Section 2.18(k) shall not be construed to apply to (i) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (ii) the application of Cash Collateral provided for in Section 3.10, or (iii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-participations in any L/C Exposure to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section shall apply). The Borrower consents on behalf of itself and each other Loan Party to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation. (l) [Reserved.] (m) Notwithstanding anything to the contrary in this Agreement, the Administrative Agent may, in its discretion at any time or from time to time, without the Borrower’s request and even if the conditions set forth in Section 5.2 would not be satisfied, make a Revolving Loan in an amount equal to the portion of the Obligations constituting overdue interest and fees and Swingline Loans from time to time due and payable to itself, any Revolving Lender, the Swingline Lender or the Issuing Lender, and apply the proceeds of any such Revolving Loan to those Obligations; provided that after giving effect to any such Revolving Loan, the aggregate outstanding Revolving Loans will not exceed the Total Commitments then in effect.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Revolving Credit Loans and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Revolving Credit Commitment Percentages of the relevant Lenders. Banks (b) Except except as otherwise provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateralsubsection 2.25). Unless otherwise required by the terms of this Agreement, each payment under this Agreement or any other Loan Documents shall be applied, first, to any fees then due and owing by the Company pursuant to subsection 2.4, second, to interest then due and owing in respect of the Loans of the Company, third, to principal then due and owing hereunder and under the Notes of the Company, and, fourth, to any other amounts then due and owing under the Loan Documents. Each payment on account of any fees pursuant to subsection 2.4 for the account of Banks shall be made pro rata in accordance with the respective amounts due and owing (including each prepayment) except as to the Letter of Credit Facing Fee and the Issuing Lender Fees). Each payment by the Company on account of principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts due and owing. Without limiting the terms of the Term preceding sentence, accrued interest on any Loans then held by denominated in a Foreign Currency shall be payable in the Term Lenderssame Foreign Currency as such Loan. The amount of each optional prepayment of the Term Loans Payments made pursuant to Section 2.5 subsection 2.13 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturityaccordance with such section. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether Company on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in subsection 2.15) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lendersapplicable Banks (or Swing Line Bank, as applicable) at the Funding Office, Administrative Agent’s office specified in Dollars and subsection 9.2 or such other office specified by the Administrative Agent in immediately available fundsfunds and (i) in the case of Loans or other amounts denominated in Dollars, shall be made in Dollars not later than 12:00 noon on the date when due and (ii) in the case of Loans or other amounts denominated in a Foreign Currency, unless otherwise specified herein, shall be made in such Foreign Currency not later than the Applicable Time specified by the Administrative Agent on the date when due. Any payments payment received after such time the foregoing deadlines shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretionDay. The Administrative Agent shall distribute such payments to the Lenders Banks entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if 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 required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result Day, and, with respect to payments 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 sentencesprincipal, interest thereon shall be payable at the then applicable rate during such extension. (d) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the time of any Borrowing ; provided, however, 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 Term Benchmark Loan to which clause (A) of the definition of “Interest Period” applies, such payment shall be conclusive in the absence next preceding Business Day. (b) Notwithstanding any other provisions of manifest error. If such Lender’s share of such borrowing is not made available this Agreement to the Administrative Agent contrary, after the exercise of remedies by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. Banks pursuant to Section 7 (e) Unless or after the Administrative Agent Commitments shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, automatically terminate and the Administrative Agent mayLoans (with accrued interest thereon) and all other amounts under the Loan Documents (including the maximum amount of all contingent liabilities under Letters of Credit) shall automatically become due and payable in accordance with the terms of such Section), but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent all amounts collected or received by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against Bank on account of the Borrowers.Obligations or any other amounts outstanding under any of the Loan Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent in connection with enforcing the rights of the Banks under the Loan Documents; SECOND, to the payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Banks in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Obligations owing to such Bank;

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Revolving Loans or SFG Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Commitment Percentages of the relevant Lenders. . Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the 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 fees pursuant to Section 2.7 shall be made pro rata in accordance with the respective amounts due and owing (b) Except except as provided in Section 2.6(d) to the portion of the Letter of Credit Fee retained by the Issuing Lender, the Issuing Lender Fees and Section 2.23 with respect fees payable to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each the Agents). Each payment (including each prepaymentother than prepayments) by the Borrowers on account of principal of and interest on the Revolving Loans, SFG Revolving Loans and on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding amounts due and owing in accordance with Section 2.9(a) hereof. Each optional prepayment on account of principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment shall be applied to such of the Term Loans as the applicable Borrower may designate (to be applied pro rata among the Lenders); provided, that prepayments made pursuant to Section 2.5 2.17 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturityaccordance with such section. The amount of each Each mandatory prepayment on account of principal of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in accordance with Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) 2.9(b). All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.20(b)) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Funding Office, Administrative Agent's office specified on Schedule 9.2 in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received funds not later than 2:00 P.M. (Charlotte, North Carolina time) on the next Business Day at the Administrative Agent’s sole discretiondate when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR 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. 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. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing Revolving Credit Borrowing by the Borrowers Company from the Lenders Banks hereunder, each payment by the Company on account of any fee hereunder and, each payment byexcept as contemplated by subsections 2.1(c)(iii), the Borrowers on account of 2.20, 2.22 and 2.23 any reduction of the Commitments of the Lenders Banks shall be made pro rata according to the respective Term Percentages or Incremental Term Commitment Percentages of the relevant Lenders. (b) Banks. Except as provided in Section 2.6(d) contemplated by subsections 2.1(c)(iii), 2.20, 2.22 and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral2.23, each payment (including each prepayment) by the Company on account of principal of and interest on the Term Revolving Credit Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Revolving Credit Loans then held by the Term LendersBanks. The amount Each payment of each optional prepayment principal of the Term Loans made pursuant to Section 2.5 any Competitive Bid Borrowing shall be applied as directed by allocated pro rata among the Borrowers Banks participating in such Borrowing in accordance with the notice described respective principal amounts of their outstanding Competitive Bid Loans comprising such Borrowing. Each payment of interest on any Competitive Bid Borrowing shall be allocated pro rata among the Banks participating in Section 2.5 andsuch Borrowing in accordance with the respective amounts of accrued and unpaid interest on their outstanding Competitive Bid Loans comprising such Borrowing. Each Bank agrees that in computing such Bank's portion of any Borrowing to be made hereunder, if no direction is given by the BorrowersAdministrative Agent may, in its discretion, round each Bank's percentage of such Borrowing to the direct order of maturitynext higher or lower whole dollar amount. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers Company hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff set off or counterclaim and shall be made prior to 1:00 P.M.12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersBanks, at the Funding OfficeAdministrative Agent's office specified in subsection 9.2, 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 Administrative Agent shall distribute such payments to the Lenders Lending Installation of the Banks promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if 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 required on extended to the immediately preceding 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 Working Day, the maturity thereof shall be extended to the next succeeding Business Working Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Working Day. 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. (db) Unless the Administrative Agent shall have been notified in writing by any Lender Bank prior to the proposed time of any Borrowing on any Borrowing Date that such Lender Bank will not make the amount that would constitute its share Commitment Percentage of the Borrowing on such Borrowing date available to the Administrative Agent, the Administrative Agent may assume that such Lender is making Bank has made such amount available to the Administrative AgentAgent on such Borrowing Date, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Company a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the a date after such Borrowing Date thereforDate, such Lender Bank shall pay to the Administrative Agent, Agent on demand, such demand an amount with interest thereon, at a rate equal to the greater product of (i) the daily average Federal Funds Effective Rate and funds rate during such period as quoted by the Administrative Agent, times (ii) the amount of such Bank's Commitment Percentage of such Borrowing, times (iii) a rate determined by fraction the Administrative Agent in accordance with banking industry rules numerator of which is the number of days that elapse from and including such Borrowing Date to the date on interbank compensation, for the period until which such Lender makes Bank's Commitment Percentage of such amount Borrowing shall have become immediately available to the Administrative AgentAgent and the denominator of which is 360. A certificate of the Administrative Agent submitted to any Lender Bank with respect to any amounts owing under this paragraph subsection shall be conclusive in the absence of manifest error. If such Lender’s share Bank's Commitment Percentage of such borrowing Borrowing is not in fact made available to the Administrative Agent by such Lender Bank within three Business Days after of such Borrowing Date, the Administrative Agent shall also notify the Company of such Bank's failure to fund, and shall be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Base Rate Loans under the relevant Term Facilityhereunder, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunderCompany. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Revolving Commitment Percentages of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each . Each payment (including each prepaymentother 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 Borrower pursuant to Section 2.6, 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 principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans any fees pursuant to Section 2.6 shall be applied made pro rata in accordance with the respective amounts due and owing (except as directed to the portion of the Letter of Credit retained by the Borrowers Issuing Lender and the Issuing Lender Fees). Each optional prepayment of the Loans shall be applied in accordance with Section 2.8(a) and each mandatory prepayment of the notice described Loans shall be applied in accordance with Section 2.6 and, if no direction is given by the Borrowers, 2.8(b). Prepayments made pursuant to Section 2.15 shall be applied in the direct order of maturity. (c) accordance with such section. All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Funding Office, Administrative Agent’s office specified on Schedule 9.2 in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received funds not later than 12:00 Noon on the next Business Day at the Administrative Agent’s sole discretiondate when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR 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. 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. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Revolving Loans and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Commitment Percentages of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each . Each payment (including each prepaymentother 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 Borrower pursuant to Section 2.6, 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 principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans any fees pursuant to Section 2.6 shall be applied made pro rata in accordance with the respective amounts due and owing (except as directed to the portion of the Letter of Credit retained by the Borrowers Issuing Lender and the Issuing Lender Fees). Each optional prepayment of the Loans shall be applied in accordance with Section 2.8(a) and each mandatory prepayment of the notice described Loans shall be applied in accordance with Section 2.6 and, if no direction is given by the Borrowers, 2.8(b). Prepayments made pursuant to Section 2.15 shall be applied in the direct order of maturity. (c) accordance with such section. All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set‑off or counterclaim and (except as provided in Section 2.18(b)). All payments by the Borrower hereunder shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day Lenders at the Administrative Agent’s sole discretionoffice specified in Section 9.2 in Dollars or Canadian Dollars, as applicable, and in Same Day Funds not later than 12:00 Noon on the date when due. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in Canadian Dollars, the Borrower shall make such payment in Dollars in the Dollar Equivalent of the Canadian Dollar payment amount. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR 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. In Notwithstanding the case of any extension of any foregoing, if there exists a Defaulting Lender each payment of principal pursuant by the Borrower to the preceding two sentences, interest thereon such Defaulting Lender hereunder shall be payable at the then applicable rate during such extension. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent applied 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunderSection 2.21(b). (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing participation in the Advances by the Borrowers from the Lenders hereunder and, Participants and each payment by, the Borrowers on account of any reduction of the Commitments of the Lenders Participants shall be made pro rata among the Tranche A Participants, Tranche B Participants and Tranche C Participants according to the respective Term Percentages or Incremental Term Commitment Percentages of the relevant Lenders. (b) each such Participant then in effect. Except as otherwise provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash CollateralSections 3.11 through 3.21, each payment (including each prepayment) by the Lessor on account of Participation Interests representing the amount of principal of and interest or yield on the Term Loans Advances shall be made pro rata to among the Term Lenders applicable Tranche A Participants, Tranche B Participants and Tranche C Participants according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount Participation Interests of each optional prepayment of such Participant then in effect. Any payment required to be made to the Term Loans made pursuant to Section 2.5 Participants in any particular Tranche shall be applied as directed by the Borrowers in the notice described in Section 2.5 andmade pro rata among such Participants, if no direction is given by the Borrowerswithout priority of any one such Participant over any others within such Tranche, in the direct order proportion that such Participant's Participant Balance within such Tranche bears to the aggregate Participant Balances of maturityall Participants within such Tranche. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers hereunderLessor hereunder to the Participants with respect to their Participation Interests, whether on account of principal, interest, fees yield or otherwise, shall be payable to the extent received by the Lessor from or on behalf of the Lessee, shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M.2:00 p.m., New York City Chicago time, on the due date thereof to the Administrative Agent, for the account of the LendersParticipants, at the Funding OfficeAgent's office referred to in Section 15.3 of this Agreement, 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 Administrative Agent shall distribute such payments to the Lenders Participants promptly upon receipt in like funds as received; it being understood that any such payment received by the Agent on a timely basis and in accordance with the provisions of the Lease shall be distributed on the date on which such funds are so received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on of Participation Interests in the Eurodollar LoansAdvances) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day. If any payment on a Eurodollar Loan of Participation Interests in an Advance 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 or shortening of the due date of any payment of principal pursuant to the preceding two sentences, interest or yield thereon shall be payable at the then applicable rate during such extensionextension or until such shortened due date, as the case may be. (db) Unless the Administrative Agent shall have been notified in writing by any Lender Participant prior to the time of any Borrowing funding its Participation Interest in an Advance that such Lender Participant will not make the amount that would constitute its share of such Borrowing Advance available to the Administrative Agent, the Administrative Agent may assume that such Lender Participant is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount Participant's share of such Advance is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after Participant on or prior to such Borrowing Funding Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but Lessor shall not be required to, in reliance upon to make such assumption, make available portion of such Advance to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the BorrowersLessee.

Pro Rata Treatment and Payments. (a) Each Except as provided in subsection 2.5, each borrowing by the Borrowers Borrower from the Lenders hereunder and, each shall be made PRO RATA according to their respective Revolving Credit Percentages. Each payment by, by the Borrowers Borrower on account of any commitment fee, facility fee and letter of credit commission and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata PRO RATA according to the their respective Term Percentages or Incremental Term Percentages of the relevant LendersRevolving Credit Percentages. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateralsubsection 4.3(i), each payment (including each prepayment) on account of principal of and interest on the Term Revolving Credit Loans shall be made pro rata to the Term Lenders PRO RATA according to the respective outstanding principal amounts of the Term Revolving Credit Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, otherwise shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M.12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, for the account of the Lenders, at the Funding OfficeGeneral Administrative Agent's office specified in Section 11.2 (unless the provisions of subsections 4.3(h) and (i) are in effect, in which case such provisions shall govern) 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 Lenders promptly upon receipt in like funds as receivedreceived (unless the provisions of subsections 2.5, 4.3(h) and (i) and 4.9(e) and (f) are in effect, in which case such provisions shall govern). Except as otherwise provided hereunder, if If any payment by the Borrower hereunder (other than payments on the Eurodollar LIBOR Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day. If any payment on a Eurodollar LIBOR 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. (d) Unless the General Administrative Agent shall have been notified in writing by any Lender prior to the time of any a Borrowing Date that such Lender will not make available to the General Administrative Agent the amount that would constitute its share of the Loans to be disbursed to the Borrower on the such Borrowing available to the Administrative AgentDate, the General Administrative Agent may assume that such Lender is making such amount available to the General Administrative Agent, and the General Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the General Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the General Administrative Agent, on demand, such amount with interest thereon, thereon at a rate equal to the greater of (i) the daily average 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 General Administrative Agent. A certificate of the General Administrative Agent Agent, submitted to any Lender with respect to any amounts owing under this paragraph Section 4.9(d) shall be conclusive in the absence of manifest error. If such Lender’s 's share of such borrowing amount is not made available to the General Administrative Agent by such Lender within three Business Days after of such Borrowing Date, the General Administrative Agent shall also be entitled to recover such amount from the Borrower on demand with interest thereon at the rate per annum applicable to ABR Loans under Base Rate Loans. At any time that the relevant Term Facilityprovisions in subsections 2.5(e) and 4.9(e) and (f) are in effect, on demand, from references in this paragraph to the Borrowers. Nothing herein General Administrative Agent shall be deemed references to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunderCollateral Agent. (e) Unless With respect to each Interest Settlement Period, on the last Business Day of such Interest Settlement Period, the Collateral Agent shall notify each Lender of the average daily unpaid principal amount of Loans that are the subject of such Interest Settlement Period. In the event that such amount is greater than the average daily unpaid principal amount of such Loans outstanding during the immediately preceding Interest Settlement Period for such Loans (or if such Interest Settlement Period is the initial Interest Settlement Period for such Loans, greater than the principal amount of such Loans on the Business Day prior to the Borrower Notification Date), each Lender shall promptly pay to the Collateral Agent its Revolving Credit Percentage of such difference, together with interest on the amount of such difference at the Federal Funds Effective Rate for such Interest Settlement Period. In the event that such amount is less than the average daily unpaid principal amount of such Loans during the immediately preceding Interest Settlement Period (or if such Interest Settlement Period is the initial Interest Settlement Period for such Loans, less than the principal amount of Loans on the Business Day prior to the Borrower Notification Date), the Collateral Agent shall promptly pay to each Lender its Revolving Credit Percentage of such difference, together with interest on the amount of such difference at the Federal Funds Effective Rate for such Interest Settlement Period. The obligations of each Lender under this subsection 4.9(e) shall be absolute and unconditional without defense, setoff or counterclaim. Each Lender shall only be entitled to receive interest on its Revolving Credit Percentage of the Loans that have been funded by such Lender. (f) With respect to each Principal Settlement Period, on the last day of such Principal Settlement Period, the Collateral Agent shall notify each Lender of the principal amount of Loans outstanding at the end of such Principal Settlement Period. In the event that such amount is greater than the principal amount of Loans outstanding at the end of the immediately preceding Principal Settlement Period (or if such Principal Settlement Period is the initial Principal Settlement Period, greater than the principal amount of Loans on the Business Day prior to the Borrower Notification Date), each Lender shall promptly pay to the Collateral Agent its Revolving Credit Percentage of such difference. In the event that such amount is less than the principal amount of Loans outstanding at the end of the immediately preceding Principal Settlement Period (or if such Principal Settlement Period is the initial Principal Settlement Period, less than the principal amount of Loans on the Business Day prior to the Borrower Notification Date), the Collateral Agent shall promptly pay to each Lender its Revolving Credit Percentage of such difference. In addition, if the General Administrative Agent shall request at any time when a Default or Event of Default has occurred and is continuing, or any other event shall have occurred as a result of which the General Administrative Agent shall have been notified in writing by determined that it is desirable for the Borrowers prior Lenders to present their claims against the Borrower for repayment, each Lender shall promptly remit to the date of any payment due to be made by Collateral Agent or, as the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agentcase may be, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Collateral Agent shall be entitled promptly remit to recover, on demand, from each Lender sufficient funds to which any amount which was made available pursuant to adjust the preceding sentence, interests of each Lender in the then outstanding Loans such amount with that each Lender's interest thereon at in the rate per annum Loans then outstanding is equal to the daily average Federal Funds Effective Rateits Revolving Credit Percentage thereof. Nothing herein The obligations of each Lender under this subsection 4.9 shall be deemed to limit the rights of the Administrative Agent absolute and unconditional without defense, setoff or any Lender against the Borrowerscounterclaim.

Pro Rata Treatment and Payments. (a) Each borrowing (other than Competitive Loans) by the Borrowers Borrower from the Lenders hereunder and, except as provided in Section 2.1(f), Section 2.1(g) or Section 2.19, each payment by, by the Borrowers Borrower on account of any facility fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Revolving Percentages of the relevant Lenders. (b) Except as otherwise provided in Section 2.6(d2.1(f), Section 2.1(g) and or Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral2.19, each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans (other than payments of Competitive Loans pursuant to Section 2.20(g)) shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 4:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders (or solely for the benefit of the non-extending Lenders in the case of non pro-rata payments made pursuant to Section 2.1(f) or Section 2.1(g)), at the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretion. The Administrative Agent shall distribute such payments to the Lenders each relevant Lender promptly upon receipt in like funds as received, net of any amounts owing by such Lender pursuant to Section 9.7. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar EurodollarTerm Benchmark Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day. If any payment on a Eurodollar EurodollarTerm Benchmark Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, 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. (d) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the time of any Borrowing a borrowing that such Lender will not make the amount that would constitute its share of such Borrowing borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender Xxxxxx is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such LenderXxxxxx’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term FacilityLoans, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunderBorrower. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers Borrower prior to 12:00 Noon, New York City time on the date of any payment due to be made by the Borrowers Borrower hereunder that the Borrowers Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the relevant Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein in this Section 2.13(e) shall be deemed to limit the rights of the Administrative Agent or any Lender against the BorrowersBorrower. (f) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.13(d), 2.13(e), 2.15(e), 3.4(a) or 9.7, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent or the Issuing Lender to satisfy such Lender’s obligations to it under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers Borrower from the Lenders hereunder andhereunder, each payment by, by the Borrowers Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term L/C Percentages or Incremental Term Percentages Revolving Percentages, as the case may be, of the relevant Lenders. (b) Except as provided in Section 2.6(d[Reserved] (c) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Revolving Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Revolving Loans then held by the Term Revolving Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (cd) All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, 10:00 A.M. on the due date thereof to the Administrative Agent, for the account of the Lenders, at the applicable Funding Office, in Dollars (except as otherwise provided herein with respect to Letters of Credit denominated in an Alternative Currency) and in immediately available fundsSame Day Funds. Any payments received after If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such time shall be deemed to be received on payment in Dollars in the next Business Day at Dollar Equivalent of the Administrative Agent’s sole discretionAlternative Currency payment amount. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunderAny payment in Dollars 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. All payments received by the Administrative Agent after the Applicable Time specified by the Administrative Agent, if in the case of payments in an Alternative Currency, shall in each case 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 required on extended to the immediately preceding next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (de) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the time proposed date of any Borrowing borrowing that such Lender will not make the amount that would constitute its share of such Borrowing borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making has made such amount available to the Administrative AgentAgent on such date in accordance with Section 2, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not in fact made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall and the Borrower severally agree to pay to the Administrative Agent forthwith, on demand, such corresponding amount with interest thereon, for each day from and including the date on which such amount is made available to the Borrower but excluding the date of payment to the Administrative Agent, on demandat (i) in the case of a payment to be made by such Lender, such amount with interest thereon, at a rate equal to the greater of (iA) the Federal Funds Effective Rate and (iiB) 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 and (ii) in the absence case of manifest error. If such Lender’s share of such borrowing is not a payment to be made available to by the Administrative Agent by such Lender within three Business Days after such Borrowing DateBorrower, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under Loans. If the relevant Term Facility, on demand, from the Borrowers. Nothing herein Borrower and such Lender shall be deemed pay such interest to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent for the same or an overlapping period, the Borrowers Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against any a Lender as a result of any default by that shall have failed to make such Lender hereunderpayment to the Administrative Agent. (ef) Unless the Administrative Agent shall have been notified in writing by received notice from the Borrowers Borrower prior to the date of on which any payment is due to be made by the Borrowers Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that the Borrowers Borrower will not make such payment to the Administrative Agentpayment, the Administrative Agent may assume that the Borrowers are making Borrower has made such payment, payment on such date in accordance herewith and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available distribute to the Lenders their respective pro rata shares or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of a corresponding amount. If such payment is not made the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, in accordance with banking industry rules on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rateinterbank compensation. Nothing herein shall be deemed to limit the rights of Administrative Agent or any Lender against any Loan Party. (g) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable extension of credit set forth in Section 5.1 or Section 5.2 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (h) The obligations of the Lenders hereunder to (i) make Revolving Loans, (ii) fund its participations in L/C Disbursements in accordance with its respective L/C Percentage, (iii) fund its respective Swingline Participation Amount of any Swingline Loan, and (iv) make payments pursuant to Section 9.7, as applicable, are several and not joint. The failure of any Lender to make any such Loan, to fund any such participation or to make any such payment under Section 9.7 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 9.7. (i) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. (j) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (k) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the principal of or interest on any Loan made by it, its participation in the L/C Exposure or other obligations hereunder, as applicable (other than pursuant to a provision hereof providing for non-pro rata treatment), in excess of its Revolving Percentage or L/C Percentage, as applicable, of such payment on account of the Loans or participations obtained by all of the Lenders, such Lender shall (a) notify the Administrative Agent of the receipt of such payment, and (b) within five (5) Business Days of such receipt purchase (for cash at face value) from the other Revolving Lenders or L/C Lenders, as applicable (through the Administrative Agent), without recourse, such participations in the Revolving Loans made by them and/or participations in the L/C Exposure held by them, as applicable, or make such other adjustments as shall be equitable, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of the other Lenders in accordance with their respective Revolving Percentages or L/C Percentages, as applicable; provided, however, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest and (ii) the provisions of this clause (k) shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment or sale of a participation in any of its Loans or participations in L/C Disbursements to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this clause (k) shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.18(k) may exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. No documentation other than notices and the like referred to in this Section 2.18(k) shall be required to implement the terms of this Section 2.18(k). The Administrative Agent shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section 2.18(k) and shall in each case notify the Revolving Lenders or the L/C Lenders, as applicable, following any such purchase. The provisions of this Section 2.18(k) shall not be construed to apply to (i) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (ii) the application of Cash Collateral provided for in Section 3.10, or (iii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-participations in any L/C Exposure to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section 2.18(k) shall apply). The Borrower consents on behalf of itself and each other Loan Party to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation. For the avoidance of doubt, no amounts received by the Administrative Agent or any Lender against from any Guarantor that is not a Qualified ECP Guarantor shall be applied in partial or complete satisfaction of any Excluded Swap Obligations. (l) Notwithstanding anything to the Borrowerscontrary in this Agreement, the Administrative Agent may, in its discretion at any time or from time to time, without the Borrower’s request and even if the conditions set forth in Section 5.2 would not be satisfied, make a Revolving Loan in an amount equal to the portion of the Obligations constituting overdue interest and fees and Swingline Loans from time to time due and payable to itself, any Revolving Lender, the Swingline Lender or the Issuing Lender, and apply the proceeds of any such Revolving Loan to those Obligations; provided that after giving effect to any such Revolving Loan, the aggregate outstanding Revolving Loans will not exceed the Total Revolving Commitments then in effect.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers Borrower from the Lenders hereunder andhereunder, each payment by, by the Borrowers Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term L/C Percentages or Incremental Term Percentages Revolving Percentages, as the case may be, of the relevant Lenders. (b) Except as provided in Section 2.6(d[Reserved] (c) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Revolving Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Revolving Loans then held by the Term Revolving Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (cd) All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, 12:00 P.M. on the due date thereof to the Administrative Agent, for the account of the Lenders, at the applicable Funding Office, in Dollars (except as otherwise provided herein with respect to Letters of Credit denominated in an Alternative Currency) and in immediately available fundsSame Day Funds. Any payments received after If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such time shall be deemed to be received on payment in Dollars in the next Business Day at Dollar Equivalent of the Administrative Agent’s sole discretionAlternative Currency payment amount. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunderAny payment in Dollars received by the Administrative Agent after 12:00 P.M. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. All payments received by the Administrative Agent after the Applicable Time specified by the Administrative Agent, if in the case of payments in an Alternative Currency, shall in each case 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 required on extended to the immediately preceding next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (de) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the time proposed date of any Borrowing borrowing that such Lender will not make the amount that would constitute its share of such Borrowing borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making has made such amount available to the Administrative AgentAgent on such date in accordance with Section 2, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not in fact made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall and the Borrower severally agree to pay to the Administrative Agent forthwith, on demand, such corresponding amount with interest thereon, for each day from and including the date on which such amount is made available to the Borrower but excluding the date of payment to the Administrative Agent, on demandat (i) in the case of a payment to be made by such Lender, such amount with interest thereon, at a rate equal to the greater of (iA) the Federal Funds Effective Rate and (iiB) 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 and (ii) in the absence case of manifest error. If such Lender’s share of such borrowing is not a payment to be made available to by the Administrative Agent by such Lender within three Business Days after such Borrowing DateBorrower, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under Loans. If the relevant Term Facility, on demand, from the Borrowers. Nothing herein Borrower and such Lender shall be deemed pay such interest to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent for the same or an overlapping period, the Borrowers Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against any a Lender as a result of any default by that shall have failed to make such Lender hereunderpayment to the Administrative Agent. (ef) Unless the Administrative Agent shall have been notified in writing by received notice from the Borrowers Borrower prior to the date of on which any payment is due to be made by the Borrowers Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that the Borrowers Borrower will not make such payment to the Administrative Agentpayment, the Administrative Agent may assume that the Borrowers are making Borrower has made such payment, payment on such date in accordance herewith and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available distribute to the Lenders their respective pro rata shares or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of a corresponding amount. If such payment is not made the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, in accordance with banking industry rules on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rateinterbank compensation. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against any Loan Party. (g) If any Lender makes available to the BorrowersAdministrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable extension of credit set forth in Section 5.1 or Section 5.2 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (h) The obligations of the Lenders hereunder to (i) make Revolving Loans, (ii) fund its participations in L/C Disbursements in accordance with its respective L/C Percentage, (iii) fund its respective Swingline Participation Amount of any Swingline Loan, and (iv) make payments pursuant to Section 9.7, as applicable, are several and not joint. The failure of any Lender to make any such Loan, to fund any such participation or to make any such payment under Section 9.7 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 9.7. (i) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. (j) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees and Overadvances then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees and Overadvances then due to such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (k) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the principal of or interest on any Loan made by it, its participation in the L/C Exposure or other obligations hereunder, as applicable (other than pursuant to a provision hereof providing for non-pro rata treatment), in excess of its Revolving Percentage or L/C Percentage, as applicable, of such payment on account of the Loans or participations obtained by all of the Lenders, such Lender shall (a) notify the Administrative Agent of the receipt of such payment, and

Pro Rata Treatment and Payments. (a) Allocation of Payments Prior to Exercise of Remedies. Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Commitment Percentages of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral. 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 Borrower 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 on account of any fees pursuant to Section 2.5 shall be made pro rata in accordance with the respective amounts due and owing (including each prepaymentexcept as to the Fronting Fees, the Issuing Lender Fees and the administrative fees referenced in Section 2.5(d)). Each payment (other than prepayments) by the Borrower on account of principal of and interest on the Term Revolving Loans shall be made pro rata applied to such Loans as directed by the Term Lenders according to Borrower or otherwise applied in accordance with the respective outstanding terms of Section 2.7(a) hereof. Each optional prepayment on account of principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans shall be applied an accordance with Section 2.7(a); provided, that prepayments made pursuant to Section 2.5 2.15 shall be applied as directed by in accordance with such Section. Each optional prepayment on account of principal of the Borrowers Loans shall be applied in the notice described in accordance with Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of 2.7(a) and each mandatory prepayment on account of principal of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in accordance with Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) 2.7(b)(vi). All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Funding Office, Administrative Agent’s office specified in Section 9.2 in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received funds not later than 1:00 P.M. on the next Business Day at the Administrative Agent’s sole discretiondate when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof such payment date shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. 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. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each The borrowing by the Borrowers Borrower from the Lenders hereunder and, each payment by, the Borrowers on account of any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Loan Percentages of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each Each payment (including each prepayment) of the Loans shall be allocated among the Lenders pro rata based on the principal amount of the Loans held by the Lenders, and each prepayment of the Loans shall be applied to the installments of the Loans pro rata based on the remaining outstanding principal amount of such installments. Amounts prepaid on account of principal of and interest on the Term Loans shall may not be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturityreborrowed. (c) The application of any payment of Loans (including optional and mandatory prepayments) shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans; provided, that, notwithstanding anything to the contrary set forth in Sections 2.7(a) or 2.7(b), any amounts required to be prepaid pursuant to either Section 2.7(a) or 2.7(b) in excess of the amount required to prepay all outstanding Base Rate Loans shall not be required to be applied to prepay Eurodollar Loans until the first day after the specified payment date for such prepayment on which such payment can be made without causing any amounts to be payable pursuant to Section 2.16 in connection with such prepayment; provided, however, that the payment deadlines set forth in Sections 2.7(a) or 2.7(b) shall not be extended in respect of any prepayment of Eurodollar Loans as provided in the foregoing proviso if the Lenders shall waive their right to receive the amounts payable pursuant to Section 2.16 in connection with any such prepayment. (d) All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M.12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Payment Office, in Dollars and in immediately available funds. Any payments received payment made by the Borrower after such time shall 12:00 Noon, New York City time, on any Business Day shall, in the discretion of the Administrative Agent, be deemed to be received have been on the next following Business Day at the Administrative Agent’s sole discretionDay. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if 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 required on extended to the immediately preceding next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (de) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the time of any Borrowing Closing Date that such Lender will not make the amount that would constitute its share of such Borrowing the Loans available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date thereforClosing Date, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, thereon at a rate equal to the greater of (i) the daily average 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (ef) Unless the Administrative Agent shall have been notified in writing by the Borrowers Borrower prior to the date of any payment due to be made by the Borrowers Borrower hereunder that the Borrowers Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the BorrowersBorrower.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of any reduction of the Commitments of the Lenders Loans shall be made pro rata according to the respective Term Percentages or Incremental Term Commitment Percentages of the relevant Lenders. Banks (b) Except except as otherwise provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateralsubsection 2.22). Unless otherwise required by the terms of this Agreement, each payment (including each prepayment) under this Agreement or any other Loan Documents shall be applied, first, to any fees then due and owing by the Company pursuant to subsection 2.4, second, to interest then due and owing in respect of the Loans of the Company, third, to principal then due and owing hereunder and under the Notes of the Company, and, fourth, to any other amounts then due and owing under the Loan Documents. Each payment on account of any fees pursuant to subsection 2.4 for the account of Banks shall be made pro rata in accordance with the respective amounts due and owing. Each payment by the Company on account of principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lendersdue and owing. The amount of each optional prepayment of the Term Loans Payments made pursuant to Section 2.5 subsection 2.13 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturityaccordance with such section. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether Company on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in subsection 2.15) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, applicable Banks at the Funding Office, Administrative Agent’s office specified in Dollars and subsection 9.2 or such other office specified by the Administrative Agent in immediately available fundsfunds and shall be made in Dollars not later than 12:00 noon on the date when due. Any payments payment received after such time the foregoing deadlines shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretionDay. The Administrative Agent shall distribute such payments to the Lenders Banks entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if 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 required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result Day, and, with respect to payments 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 sentencesprincipal, interest thereon shall be payable at the then applicable rate during such extension; provided, however, that with respect to any LIBOR Loan to which clause (A) of the definition of “Interest Period” applies, such payment shall be the next preceding Business Day. (db) Notwithstanding any other provisions of this Agreement to the contrary, after the exercise of remedies by the Administrative Agent or the Banks pursuant to Section 7 (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts under the Loan Documents shall automatically become due and payable in accordance with the terms of such Section), all amounts collected or received by the Administrative Agent or any Bank on account of the Obligations or any other amounts outstanding under any of the Loan Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent in connection with enforcing the rights of the Banks under the Loan Documents; SECOND, to the payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Banks in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Obligations owing to such Bank; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest; FIFTH, to all other Obligations and other obligations which shall have become due and payable under the Loan Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and SIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (ii) each of the Banks shall receive an amount equal to its pro rata share (based on such Bank’s proportion of the amount owing under such clause) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH” and “FIFTH” above. (c) Unless the Administrative Agent shall have been notified in writing by any Lender received notice from a Bank, prior to the proposed time of any Borrowing borrowing, that such Lender Bank will not make the amount that would constitute its share of such Borrowing available to the Administrative AgentAgent such Bank’s share of such borrowing, the Administrative Agent may assume that such Lender is making Bank has made such amount share available to the Administrative Agent, on such date in accordance with subsection 2.3(b) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Company a corresponding amount. If In such amount is event, if a Bank has not in fact made its share of the applicable borrowing available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, then the applicable Bank and the Company severally agree to pay to the Administrative Agent forthwith on demand, demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Company to but excluding the date of payment to the Administrative Agent, at (i) in the case of a rate equal payment to be made by such Bank, 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 and (ii) in the absence case of manifest errora payment to be made by the Company, the interest rate applicable to Base Rate Loans. If the Company and such Lender’s share of Bank shall pay such borrowing is not made available interest to the Administrative Agent by such Lender within three Business Days after such Borrowing Datefor the same or an overlapping period, the Administrative Agent shall also be entitled promptly remit to recover the Company the amount of such interest paid by the Company for such period. If such Bank pays its share of the applicable borrowing to the Administrative Agent, then the amount with interest thereon at so paid shall constitute such Bank’s Loan included in such borrowing. Any payment by the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein Company shall be deemed without prejudice to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which claim the Administrative Agent or the Borrowers Company may have against any Lender as a result of any default by Bank that shall have failed to make such Lender hereunderpayment to the Administrative Agent. (ed) Unless the Administrative Agent shall have been notified in writing by received notice from the Borrowers Company prior to the date of on which any payment is due to be made by the Borrowers Administrative Agent for the account of the Bank hereunder that the Borrowers Company will not make such payment to the Administrative Agentpayment, the Administrative Agent may assume that the Borrowers are making Company has made such payment, payment on such date in accordance herewith and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available distribute to the Lenders their respective pro rata shares Banks the amount due. In such event, if the Company has not in fact made such payment, then each of a corresponding amount. If such payment is not made the Banks severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Bank, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, in accordance with banking industry rules on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowersinterbank compensation.

Pro Rata Treatment and Payments. (a) Each borrowing payment by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers Borrower on account of any commitment fee in respect of the Delayed Draw Term Commitments hereunder and any reduction of the Delayed Draw Term Loan Commitments of the Lenders shall in each case be made allocated by the Administrative Agent pro rata according to the respective outstanding Delayed Draw Term Percentages or Incremental Term Percentages of Loan Commitments then held by the relevant respective Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each . Each payment (including each prepayment, but excluding payments made pursuant to subsection 2.5, 3.9, 3.10, 3.11, 3.13(d) or 10.1(e)) by the Borrower on account of principal of and interest on any Term LoansTranche of Loans (other than (x) any payment pursuant to subsection 3.4(b), (c) or (d), to the Term Loans extent declined by any Lender as provided in subsection 3.4(f) and (y) any payments pursuant to subsection 3.4(j), which shall be made allocated as set forth in subsection 3.4(j)) shall be allocated by the Administrative Agent pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans Loanssuch Tranche then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied respective Lenders (or as directed by the Borrowers otherwise provided in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturityapplicable Extension Amendment). The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees fees, or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, relevant Lenders at the Funding OfficeAdministrative Agent’s office specified in subsection 10.2, and shall be made in Dollars and in immediately available funds. Any payments Payments received by the Administrative Agent after such time shall be deemed to be have been received on the next Business Day at the Administrative Agent’s sole discretionDay. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt such Lenders, if any such payment is received prior to 1:00 P.M., New York City time, on a Business Day, in like funds as receivedreceived prior to the end of such Business Day, and otherwise the Administrative Agent shall distribute such payment to such Lenders on the next succeeding Business Day. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar Eurocurrency Loans) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, 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. (db) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the time of any Borrowing a borrowing that such Lender will not make the amount that would constitute its share Term LoanTranche Percentage of such Borrowing borrowing available to the Administrative such Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower in respect of such borrowing a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, Agent on demand, such amount with interest thereon, thereon at a rate equal to the greater of (i) the daily average Federal Funds Effective Rate and (ii) a rate determined as quoted by the Administrative Agent in accordance with banking industry rules on interbank compensationAgent, or another bank of recognized standing reasonably selected by the Administrative Agent, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph subsection 3.8(b) shall be conclusive in the absence of manifest error. If such Lender’s share Term LoanTranche Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after of such Borrowing Date, (x) the Administrative Agent shall notify the Borrower of the failure of such Lender to make such amount available to the Administrative Agent and the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, hereunder on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment Borrower and (y) then the Borrower may, without waiving or to prejudice limiting any rights which the Administrative Agent or the Borrowers remedies it may have against any Lender as a result of any default by such Lender hereunderhereunder or under applicable law or otherwise, borrow a like amount on an unsecured basis from any commercial bank for a period ending on the date upon which such Lender does in fact make such borrowing available. (ec) Unless the Administrative Agent Notwithstanding anything contained in this Agreement: (i) If at any time a Lender shall have been notified in writing by the Borrowers prior to the date of any payment due not make a Delayed Draw Term Loan required to be made by it hereunder (any such Lender, a “Defaulting Lender”), the Borrowers hereunder that Borrower shall have the Borrowers will not make such payment right to seek one or more Persons reasonably satisfactory to the Administrative AgentAgent and the Borrower to each become a substitute Lender and assume all or part of the Delayed Draw Term Loan Commitment of such Defaulting Lender. In such event, the Borrower, the Administrative Agent may assume that the Borrowers are making and any such paymentsubstitute Lender shall execute and deliver, and the Administrative Agent may, but such Defaulting Lender shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall thereupon be deemed to limit have executed and delivered, an appropriately completed Assignment and Acceptance to effect such substitution. (ii) In determining the rights of the Administrative Agent or Required Lenders, any Lender against that at the Borrowerstime is a Defaulting Lender (and the Delayed Draw Term Loan and/or Delayed Draw Term Loan Commitment of such Defaulting Lender) shall be excluded and disregarded. No commitment fee shall accrue for the account of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder andhereunder, each payment by, the Borrowers by any Borrower on account of any Duration Fee and any reduction of the Commitments of the Lenders shall be made pro rata to the relevant Lenders of any Class according to the respective Term Percentages or Incremental Term Percentages of the relevant LendersLenders of such Class. (b) Except as provided in Subject to Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral2.11(i), each payment (including each voluntary or mandatory prepayment) on account of principal of and interest on any Class of the Term Loans shall be made pro rata to the Term Lenders of such Class according to the respective outstanding principal amounts Outstanding Amount of the Term Loans then held by the Term LendersLenders of such Class. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 2.10 shall be applied as directed by the Borrowers Borrower Representative in the notice described in Section 2.5 2.10 and, if no direction is given by the BorrowersBorrower Representative, in to the direct order Loans of maturityeach Borrower on a pro rata basis. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 2.11 shall be applied as directed by the Borrowers Borrower Representative in the notice described in Section 2.6 and, if no direction is given by 2.11 and to the Borrowers, Loans of each Borrower on a pro rata basis (other than in the direct order case of maturityPermitted Credit Agreement Refinancing Debt, the proceeds of which shall be applied to the applicable Class). (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M., 2:00 p.m. (New York City time, ) on the due date thereof to the Administrative AgentAgent at its offices at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretion. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefortherefor (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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with (without duplication of any such amounts ultimately received from such Lender, and any interest thereon) interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers Borrower Representative prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three (3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing Borrowing by the Borrowers Borrower from the Lenders hereunder andLenders, each payment by, (including each prepayment) by the Borrowers Borrower on account of the principal of and interest on the Loans and on account of any fees hereunder, any reimbursement of LC Disbursements, and any reduction of the Commitments of the Lenders hereunder shall be made pro rata according to the respective Term Percentages Commitments, except that (i) payments or Incremental Term Percentages prepayments, and offsets against or reductions from the amount of payments and prepayments, in each case, specifically for the relevant 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 (bor thea Swingline Lender in the case of Section 2.22), and (ii) Except as provided in Section 2.6(d) if any Lender shall become a Defaulting Lender, from and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateralafter the date upon which such Lender shall have become a Defaulting Lender, each any payment (including each prepayment) made on account of principal of and or interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lendersapplied in accordance with Section 2.23(b). The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, reimbursement of LC Disbursements and fees or otherwise, shall be made in immediately available funds without setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account Agent on behalf of the LendersLenders (or on behalf of an Issuing Bank or thea Swingline Lender, at as the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day case may be) at the Administrative Agent’s sole discretionoffice 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, the office of the Administrative Agent is located at Xxxxx Fargo Bank, National Association, Houston Energy Group, 0000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, XXX X0000-000, Xxxxxxx, XX 00000, Attention of Xxxx Xxx, Facsimile No.: (000) 000-0000. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except Reimbursement of all LC Disbursements shall be made as otherwise provided hereunder, if required by Section 2.05(e). (b) If any payment hereunder (other than payments on the Eurodollar EurodollarSOFR Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding 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 EurodollarSOFR Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, month in which event such payment shall be made on the immediately preceding Business Day. In the case . (c) Except as provided in Section 2.04(c), Section 2.09(b), Section 2.14, Section 2.15, Section 2.16, Section 2.21, Section 2.24, Section 10.03, Section 10.13, and this Section 2.13, if any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any extension principal of or interest on any of its Loans, LC Exposure, Swingline Exposure or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon, LC Exposure, Swingline Exposure or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (x) notify the Administrative Agent of such fact, and (y) purchase (for cash at face value) participations in the Loans, LC Exposure, Swingline Exposure and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, LC Exposure, Swingline Exposure and other amounts owing them; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of principal this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the preceding two sentences, interest thereon shall be payable at foregoing arrangements may exercise against the then applicable rate during Borrower rights of set-off and counterclaim with respect to such extensionparticipation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have been notified in writing by If any Lender prior shall fail to the time of make any Borrowing that such Lender will not make the amount that would constitute its share of such Borrowing available payment required to the Administrative Agentbe made by it pursuant to Section 2.05(d), the Administrative Agent may assume that such Lender is making such amount available to the Administrative AgentSection 2.05(e), and Section 2.09(b), Section 2.12(b) or Section 2.12(c), then the Administrative Agent may, in reliance upon such assumptionits discretion (notwithstanding any contrary provision hereof), make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined apply any amounts thereafter received by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until account of 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 of manifest error. If satisfy such Lender’s share of obligations under such borrowing is not made available to the Administrative Agent by Sections until all such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunderunsatisfied obligations are fully paid. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term --- ---- Commitment Percentages of the relevant Lenders. (b) Except as provided . Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.5, second, to interest then due and owing in Section 2.6(d) respect of the Notes of the Borrower and, third, to principal then due and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each owing hereunder and under the Notes of the Borrower. Each payment (including each prepayment) on account of principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made any fees pursuant to Section 2.5 shall be applied made pro rata in accordance --- ---- with the respective amounts due and owing (except as directed to the portion of the Letter of Credit retained by the Borrowers in Issuing Lender and the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order Issuing Lender Fees). Each optional prepayment on account of maturity. The amount of each mandatory prepayment principal of the Term Loans shall be applied, to such of the Loans as the Borrower may designate (to be applied pro rata among the Lenders); provided, that prepayments made --- ---- -------- pursuant to Section 2.6 2.15 shall be applied in accordance with such section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.7(b). With respect to Competitive Loans, if the Borrower fails to specify the particular Competitive Loan or Loans as directed to which any payment or other amount should be applied and it is not otherwise clear as to the particular Competitive Loan or Loans to which such payment or other amounts relate, or any such payment or other amount is to be applied to Competitive Loans without regard to any such direction by the Borrowers Borrower, then each payment or prepayment of principal on Competitive Loans and each payment of interest or other amount on or in respect of Competitive Loans, shall be allocated pro rata among the notice described relevant Competitive Loan Lenders in Section 2.6 and, if no direction is given by accordance with the Borrowers, in the direct order then outstanding amounts of maturity. (c) their respective Competitive Loans. All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretion. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.the

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers Company from the Lenders hereunder andLenders, each conversion of a Loan pursuant to Section 3.01(e) or continuation of a Loan pursuant to Section 3.01(f), each payment by, by the Borrowers Company on account of any fee (other than with respect to fees for the account of the Administrative Agent and the Issuing Lender described in Section 3.04, reimbursements by the Company to the Issuing Lender with respect to drawings under Letters of Credit pursuant to Section 2.06 and payments to the Swingline Lender of Swingline Loans) and any reduction of the Revolving Credit Commitments or the Term Loan Commitments of the Lenders hereunder shall be made pro rata according to the respective Term Percentages or Incremental Term Percentages Commitment Proportions of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each . Each payment (including each prepayment) by the Company on account of principal of and interest on the Term Loans each Loan shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term such Loans then held by the Term Lenderseach Lender. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether Company on account of principal, interest, fees or otherwise, and reimbursement obligations shall be made without setoff set-off or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, Lenders (except as specified in Sections 2.06(e) and Section 3.04) at the Funding Office, Payment Office of the Administrative Agent 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 Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as receivedby 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 otherwise provided hereunderin the definition of “Interest Period”, 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 required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result Day, and, with respect to payments 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 sentencesprincipal, interest thereon shall be payable at the then applicable rate during such extension. (db) Unless the Administrative Agent shall have been notified in writing by If any Lender prior shall fail to the time of make any Borrowing that such Lender will not make the amount that would constitute its share of such Borrowing available payment required to the Administrative Agentbe made by it pursuant to Section 2.05(c), the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent2.06(d) or (e), and 3.11(b) or 9.05, then the Administrative Agent may, in reliance upon such assumptionits discretion and notwithstanding any contrary provision hereof, make available to the Borrowers a corresponding amount. If such amount is not made available to (i) apply any amounts thereafter received by the Administrative Agent by for the required time on the Borrowing Date therefor, account of such Lender shall pay to for the benefit of the Administrative Agent, on demandthe Swingline Lender or the Issuing Lender to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amount with interest thereonamounts in a segregated account as cash collateral for, at a rate equal to and application to, any future funding obligations of such Lender under any such Section, in the greater case of each of clauses (i) the Federal Funds Effective Rate and (ii) a rate above, in any order as 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunderreasonable judgment. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers Company from the Lenders hereunder andLenders, each conversion of a Loan pursuant to Section 3.01(g) or continuation of a Loan pursuant to Section 3.01(h), each payment by, by the Borrowers Company on account of any fee (other than with respect to fees described in Section 3.04(c) and the underwriting fee referred to in Section 5.01(h)) and any reduction of the Commitments of the Lenders hereunder shall be made pro rata according to the respective Term Percentages or Incremental Term Percentages relevant Commitment Proportions of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each . Each payment (including each prepayment) by the Company on account of principal of and interest on the Term Loans each Loan shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term such Loans then held by the Term Lenderseach Lender. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether Company on account of principal, interest, fees or otherwise, and reimbursement obligations shall be made without setoff set-off or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the LendersLenders (except as specified in Sections 2.05(b) and 3.04(c) and the underwriting fee referred to in Section 5.01(h)), at the Funding Office, Payment Office of the Agent in Dollars and in immediately available funds. Any The Agent may, in its sole discretion, directly charge interest payments received after such time shall be deemed due in respect of the Loans and reimbursement obligations with respect to be received on Letters of Credit to the next Business Day Company's accounts at the Administrative Payment Office or other office of the Agent’s sole discretion. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as receivedby wire transfer of such Lender's portion of such payment to such Lender for the account of its Lending Office. Except as otherwise provided hereunderin the definition of "Interest Period", 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 required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result Day, and, with respect to payments 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 sentencesprincipal, interest thereon shall be payable at the then applicable rate during such extension. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each Except as provided by subsection 2.4, each borrowing by the Borrowers either Borrower from the Lenders hereunder and, except as otherwise provided by subsection 2.5(b), in the Fee Letter or by subsection 2.9(c), each payment by, the Borrowers by either Borrower on account of any fee payable hereunder in respect of the Commitments and any reduction of the Commitments of the Lenders hereunder shall be made pro rata according to the respective Term Percentages or Incremental Term Commitment Percentages of the relevant Lenders. (b) . Except as otherwise provided in Section 2.6(d) subsections 2.4 and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral2.5(b), each payment (including each prepayment) by either Borrower on account of principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (cb) All payments (including prepayments) to be made by the either Borrowers hereunder, whether hereunder and under any Notes on account of principal, interest, interest and fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M.3:00 PM, New York City time, on the date when due date thereof without set-off or counterclaim and shall be made to the Administrative AgentAgent (except payments to be made directly to the Same Day Lender as expressly provided in this Agreement), for the account of the LendersLenders (or, in the case of payments made pursuant to subsection 2.5(b), for the account of each Lender whose Commitment has been terminated pursuant to any such subsection or in the case of Agents' Fees, to each respective agent as agreed in writing), at the Funding OfficeAdministrative Agent's office set forth in subsection 9.2, in Dollars lawful money of the United States of America and in immediately available funds. Any payments amounts received after such time shall on any date may, in the discretion of the Administrative Agent, be deemed to be have been received on the next succeeding Business Day at the Administrative Agent’s sole discretionfor purposes of calculating interest thereon. The Administrative Agent shall distribute such payments to the Lenders each Lender promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (dc) Unless the Administrative Agent shall have been notified in writing If at any time insufficient funds are received by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date thereforto pay fully all amounts then due hereunder, such Lender funds shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the Federal Funds Effective Rate parties entitled thereto in accordance with the amounts of accrued interest and fees then due to such parties, and (ii) a rate determined by second, towards payment of principal then due hereunder, ratably among the Administrative Agent parties entitled thereto 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 amounts of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment principal then due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowersparties.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of U.S. Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Commitment Percentages of the relevant Lenders. . Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the 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 fees pursuant to Section 2.6 shall be made pro rata in accordance with the respective amounts due and owing (b) Except except as provided in Section 2.6(d) to the portion of the Letter of Credit retained by the Issuing Lender and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each the Issuing Lender Fees). Each payment (including each prepaymentother than prepayments) by the Borrowers on account of principal of and interest on the Revolving Loans and on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding amounts due and owing in accordance with Section 2.8 hereof. Each optional prepayment on account of principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment shall be applied, to such of the Term Loans as the Borrowers may designate (to be applied pro rata among the Lenders); provided, that prepayments made pursuant to Section 2.5 2.16 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturityaccordance with such section. The amount of each Each mandatory prepayment on account of principal of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in accordance with Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) 2.8(b). All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.19(b)) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Funding Office, Agent's office specified on Schedule 9.2 in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the next Business Day at the Administrative Agent’s sole discretiondate when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR 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. 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. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Revolving Commitment Percentages of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each . Each payment (including each prepaymentother 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 Borrower pursuant to Section 2.6, 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 principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans any fees pursuant to Section 2.6 shall be applied made pro rata in accordance with the respective amounts due and owing (except as directed to the portion of the Letter of Credit retained by the Borrowers Issuing Lender and the Issuing Lender Fees). Each optional prepayment of the Loans shall be applied in accordance with Section 2.8(a) and each mandatory prepayment of the notice described Loans shall be applied in accordance with Section 2.6 and, if no direction is given by the Borrowers, 2.8(b). Prepayments made pursuant to Section 2.15 shall be applied in the direct order of maturity. (c) accordance with such section. All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Funding Office, Administrative Agent’s office specified in Section 9.2 in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received funds not later than 12:00 Noon on the next Business Day at the Administrative Agent’s sole discretiondate when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR 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. In Notwithstanding the case of any extension of any foregoing, if there exists a Defaulting Lender each payment of principal pursuant by the Borrower to the preceding two sentences, interest thereon such Defaulting Lender hereunder shall be payable at the then applicable rate during such extension. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent applied 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunderSection 2.21(b). (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers Company Borrower from the Lenders hereunder and, each payment by, the Borrowers on account of any reduction of the Commitments of the Lenders shall be be(a) made pro rata according to the respective Term Percentages or Incremental Term Percentages Percentages, as the case may be, of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each . Each payment (including each prepayment) on account of principal of and and(b) interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers Company Borrower in the notice described in Section 2.5 and, if no direction is given by the BorrowersCompany Borrower, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 (other than any such prepayment pursuant to Section 2.6(b)) shall be applied as directed by the Borrowers Company Borrower in the notice described in Section 2.6 and, if no direction is given by the BorrowersCompany Borrower, in the direct order of maturity. (c. 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 Borrowers hereunder, Borrower hereunder,(c) whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 3:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretion. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if any payment hereunder (other than payments on the Eurodollar 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 Eurodollar 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. (d) . Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefortherefor (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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.- 84-

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Commitment Percentages of the relevant Lenders. . 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 2.5, second, to interest then due and owing in respect of the Notes of the Borrower and, third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment on account of any fees pursuant to Section 2.5 shall be made pro rata in accordance with the respective amounts due and owing (b) Except except as provided in Section 2.6(d) to the Letter of Credit Facing Fee and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each the Issuing Lender Fees). Each payment (including each prepaymentother than prepayments) by the Borrower on account of principal of and interest on the Term Revolving Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lendersdue and owing in accordance with Section 2.7 hereof. The amount of each optional prepayment of the Term Loans Prepayments made pursuant to Section 2.5 2.15 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturityaccordance with such section. The amount of each Each mandatory prepayment on account of principal of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in accordance with Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) 2.7(b). All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Funding Office, Administrative Agent’s office specified on Schedule 9.2 in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received funds not later than 12:00 noon (New York time) on the next Business Day at the Administrative Agent’s sole discretiondate when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR 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. 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. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers Borrower from the Lenders hereunder andhereunder, each payment by, by the Borrowers Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Percentages Revolving Percentages, as the case may be, of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment Amounts prepaid on account of the Term Loans made pursuant to Section 2.5 shall may not be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturityreborrowed. (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 Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff setoff, deduction or counterclaim and shall be made prior to 1:00 P.M.12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. Any , except that payments received after such time pursuant to Sections 2.16, 2.17, 2.18 and 10.5 shall be deemed made directly to be received on the next Business Day at the Administrative Agent’s sole discretionPersons entitled thereto. The Administrative Agent shall distribute such payments to the Lenders each relevant Lender promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if 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 required on extended to the immediately preceding next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (de) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the time of any Borrowing a borrowing that such Lender will not make the amount that would constitute its share of such Borrowing borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunderBorrower. (ef) Unless the Administrative Agent shall have been notified in writing by the Borrowers Borrower prior to the date of any payment due to be made by the Borrowers Borrower hereunder that the Borrowers Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the BorrowersBorrower.

Pro Rata Treatment and Payments. (ai) Each Except as provided in subsection 2.5, each borrowing of U.S. Revolving Credit Loans by the Borrowers U.S. Borrower from the U.S. Lenders hereunder and, each payment by, the Borrowers on account of any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Funding Commitment Percentages of the relevant 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. (b) . Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateralsubsection 2.5 or subsection 10.4(d), each payment (including each other than any optional prepayment) by the U.S. Borrower on account of principal of and or interest on the Term 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 made allocated by the General Administrative Agent pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lendersthereof. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers 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. (ii) Each borrowing of Canadian Revolving Credit Loans by the Canadian Borrower from the Canadian Lenders hereunder shall be made, and any reduction of the Canadian Revolving Credit Commitments of the Canadian Lenders shall be allocated by the Canadian Administrative Agent, pro rata according to the Canadian Revolving Credit Commitment Percentages of the Canadian Lenders. Except as provided in subsection 10.4(d), each payment (other than any optional prepayment) by the Canadian Borrower on account of principal of or interest on the Canadian Revolving Credit Loans shall be allocated by the Canadian Administrative Agent pro rata according to the respective principal amounts of the Canadian Revolving Credit Loans then due and owing to each Canadian Lender. Each optional prepayment by the Canadian Borrower on account of principal of or interest on the Canadian Revolving Credit Loans shall be allocated by the Canadian Administrative Agent pro rata according to the respective outstanding principal amounts thereof. All payments (including prepayments) to be made by the Canadian Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 1:00 P.M.12:00 Noon, New York City Toronto time, on the due date thereof to the Canadian Administrative Agent, for the account of the Canadian Lenders, at the Funding OfficeCanadian Administrative Agent's office specified in subsection 18.2, in Canadian 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 Canadian Administrative Agent shall distribute such payments to the Canadian Lenders entitled to receive the same promptly upon receipt in like funds as received. (iii) Each borrowing of Multicurrency Loans by the U.S. Borrower or any Foreign Subsidiary Borrower shall be made, and any reduction of the Multicurrency Commitments shall be allocated by the General Administrative Agent, pro rata according to the Multicurrency Commitment Percentages of the Multicurrency Lenders. Except as otherwise provided hereunderin subsection 10.4(d), if each payment (including each prepayment) by the U.S. Borrower or a Foreign Subsidiary Borrower on account of principal of and interest on Multicurrency Loans shall be allocated by the General Administrative Agent pro rata according to the respective principal amounts of the Multicurrency Loans then due and owing by such Foreign Subsidiary Borrower to each Multicurrency Lender. All payments (including prepayments) to be made by a Borrower hereunder in respect of Multicurrency Loans, whether on account of principal, interest, fees or otherwise, shall be made without set-off or counterclaim and shall be made at or before the payment time for the currency of such Multicurrency Loan set forth in the Administrative Schedule, on the due date thereof to the General Administrative Agent, for the account of the Multicurrency Lenders, at the payment office for the currency of such Multicurrency Loan set forth in the Administrative Schedule, in the currency of such Multicurrency Loan and in immediately available funds. The General Administrative Agent shall distribute such payments to the Multicurrency Lenders entitled to receive the same promptly upon receipt in like funds as received. (iv) If any payment hereunder (other than payments on the Eurodollar Loans, the Multicurrency Loans and the Acceptances) becomes due and payable on a day other than a Business Day, the maturity of such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan or a Multicurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof of such payment shall be extended to the next succeeding Business Day (and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. 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 extensionAcceptances may only mature on a Business Day. (db) Unless A payment in euro shall be deemed to have been made by the General Administrative Agent on the date on which it is required to be made under this Agreement if the General Administrative Agent has, on or before that date, taken all relevant steps to make that payment. With respect to the payment of any amount denominated in euro, the General Administrative Agent shall not be liable to any Borrower or any of the Lenders in any way whatsoever for any delay, or the consequences of any delay, in the crediting to any account of any amount required by this Agreement to be paid by the General Administrative Agent if the General Administrative Agent shall have been notified taken all relevant steps to achieve, on the date required by this Agreement, the payment of such amount in writing by immediately available, freely transferable, cleared funds in the euro unit to the account with the bank in the principal financial center in the Participating Member State which the relevant Borrower or, as the case may be, any Lender prior shall have specified for such purpose. In this paragraph (b), "all relevant steps" means all such steps as may be prescribed from time to time by the time of any Borrowing that such Lender will not make the amount that would constitute its share regulations or operating procedures of such Borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.clearing

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Revolving Loans and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Commitment Percentages of the relevant Lenders. . Each payment under this Credit Agreement or any Note shall be applied (bi) Except as provided first, to any Fees then due and owing, (ii) second, to interest then due and owing in Section 2.6(drespect of the Notes of the Borrower and (iii) third, to principal then due and Section 2.23 owing hereunder and under the Notes of the Borrower. Each payment on account of the Commitment Fees or the Letter of Credit Fees shall be made pro rata in accordance with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each the respective amounts due and owing. Each payment (including each prepaymentother than voluntary repayments and mandatory prepayments) by the Borrower on account of principal of and interest on the Term Revolving Loans shall be made pro rata to the Term Lenders according to the respective outstanding amounts due and owing hereunder. Each voluntary repayment and mandatory prepayment on account of principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in accordance with Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity3.3. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in Section 3.13(b)) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Funding Office, Administrative Agent's office specified in Section 11.2 in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received funds not later than 1:00 P.M. on the next Business Day at the Administrative Agent’s sole discretiondate when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR 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. 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. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder andhereunder, each payment by, the Borrowers by any Borrower on account of any Commitment Fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Percentages, Incremental Term Percentages or Revolving Percentages, as the case may be, of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each Each payment (including each prepayment) on account of principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts Outstanding Amount of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 2.10 shall be applied as directed by the Borrowers Borrower Representative in the notice described in Section 2.5 2.10 and, if no direction is given by the BorrowersBorrower Representative, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 2.11 shall be applied as directed by the Borrowers Borrower Representative in the notice described in Section 2.6 2.11 and, if no direction is given by the BorrowersBorrower Representative, in the direct order of maturity. Each payment (including each prepayment) by the Borrowers on account of principal of and interest on the Revolving Loans shall be made pro rata to the Revolving Lenders according to the respective Outstanding Amount of the Revolving Loans then held by the Revolving Lenders. (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretion. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (d) Unless the Administrative Agent shall have been notified in writing by any 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 -100- 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2 such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefortherefor (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 of manifest error. If such LenderXxxxxx’s share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers Borrower Representative prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three (3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing Borrowing by the Borrowers Borrower from the Lenders hereunder andLenders, each payment by, (including each prepayment) by the Borrowers Borrower on account of the principal of and interest on the Loans and on account of any fees hereunder and any reduction of the Commitments of the Lenders hereunder shall be made pro rata according to the respective Term Percentages Commitments, except that payments or Incremental Term Percentages prepayments, and offsets against or reductions from the amount of payments and prepayments, in each case, specifically for the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each payment (including each prepayment) on account of principal a particular Lender under the terms of and interest on the Term Loans Section 2.04, Section 2.14, Section 2.15, Section 2.16, Section 2.21, Section 10.03 or Section 10.13 shall be made pro rata to for the Term Lenders according to the respective outstanding principal amounts account of the Term Loans then held by the Term Lenderssuch Lender. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, interest and fees or otherwise, shall be made in immediately available funds without setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account Agent on behalf of the Lenders, at the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day Lenders at the Administrative Agent’s sole discretionoffice 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, the office of the Administrative Agent is located at Barclays Bank PLC, 000 0xx Xxxxxx, Xxx Xxxx, XX 00000, Attention of Xxxxxx Xxxxx, Phone No.: (000) 000-0000, Email: Xxxxxx.xx.xxxxx@xxxxxxxx.xxx. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if . (b) 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 required on extended to the immediately preceding next succeeding Business Day, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, month in which event such payment shall be made on the immediately preceding Business Day. In the case . (c) Except as provided in Section 2.14, Section 2.15, Section 2.16, Section 2.21, Section 10.03, Section 10.13, and this Section 2.13, if any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any extension principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (x) notify the Administrative Agent of such fact, and (y) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of principal this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the preceding two sentences, interest thereon shall be payable at foregoing arrangements may exercise against the then applicable rate during Borrower rights of set-off and counterclaim with respect to such extensionparticipation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have been notified in writing by If any Lender prior shall fail to the time of make any Borrowing that such Lender will not make the amount that would constitute its share of such Borrowing available payment required to the Administrative Agentbe made by it pursuant to Section 2.12(b) or Section 2.12(c), the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and then the Administrative Agent may, in reliance upon such assumptionits discretion (notwithstanding any contrary provision hereof), make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined apply any amounts thereafter received by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until account of 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 of manifest error. If satisfy such Lender’s share of obligations under such borrowing is not made available to the Administrative Agent by Sections until all such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunderunsatisfied obligations are fully paid. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers Company Borrower and/or Tower Borrower from the Lenders hereunder and, each payment by, the Borrowers on account of any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Percentages Percentages, as the case may be, of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each Each payment (including each prepayment) on account of principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers Company Borrower in the notice described in Section 2.5 and, if no direction is given by the BorrowersCompany Borrower, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 (other than any such prepayment pursuant to Section 2.6(b)) shall be applied as directed by the Borrowers Company Borrower in the notice described in Section 2.6 and, if no direction is given by the BorrowersCompany 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. (c) All payments (including prepayments) to be made by the Borrowers BorrowersBorrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 3:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretion. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers BorrowersBorrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefortherefor (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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the BorrowersBorrowersBorrower. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers BorrowersBorrower may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers Company Borrower prior to the date of any payment due to be made by the Borrowers BorrowersBorrower hereunder that the Borrowers BorrowersBorrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are areBorrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers BorrowersBorrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the BorrowersBorrowersBorrower.

Pro Rata Treatment and Payments. (ai) Each Except as provided in subsection 2.5, each borrowing of U.S. Revolving Credit Loans by the Borrowers U.S. Borrower from the U.S. Lenders hereunder and, each payment by, the Borrowers on account of any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Funding Commitment Percentages of the relevant 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. (b) . Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateralsubsection 2.5 or subsection 10.4(d), each payment (including each other than any optional prepayment) by the U.S. Borrower on account of principal of and or interest on the Term 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 made allocated by the General Administrative Agent pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lendersthereof. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers hereunderU.S. Borrower hereunder (other than with respect to Multicurrency Loans), whether on account of principal, interest, fees or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 1:00 P.M.12:00 Noon, New York City time, on the due date thereof to the General Administrative Agent, for the account of the U.S. Lenders, at the Funding OfficeGeneral Administrative Agent's office specified in subsection 18.2, 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. (ii) Each borrowing of Canadian Revolving Credit Loans by the Canadian Borrower from the Canadian Lenders hereunder shall be made, and any reduction of the Canadian Revolving Credit Commitments of the Canadian Lenders shall be allocated by the Canadian Administrative Agent, pro rata according to the Canadian Revolving Credit Commitment Percentages of the Canadian Lenders. Except as otherwise provided hereunderin subsection 10.4(d), if any each payment hereunder (other than payments on the Eurodollar Loansany optional prepayment) 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 Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time Canadian Borrower on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.account of

Pro Rata Treatment and Payments. (a) Each borrowing Borrowing by the Borrowers Borrower from the Lenders hereunder andLenders, each payment by, (including each prepayment) by the Borrowers Borrower on account of the principal of and interest on the Tranche A Loans or the Tranche B Loans and on account of any fees hereunder and any reduction of the Tranche A Commitments or the Tranche B Commitments of the applicable Lenders hereunder shall be made pro rata according to the respective Term Percentages Tranche A Commitments or Incremental Term Percentages Tranche B Commitments (as applicable), except that payments or prepayments, and offsets against or reductions from the amount of payments and prepayments, in each case, specifically for the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each payment (including each prepayment) on account of principal a particular Lender under the terms of and interest on the Term Loans Section 2.04, Section 2.14, Section 2.15, Section 2.16, Section 2.21, Section 10.03 or Section 10.13 shall be made pro rata to for the Term Lenders according to the respective outstanding principal amounts account of the Term Loans then held by the Term Lenderssuch Lender. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, interest and fees or otherwise, shall be made in immediately available funds without setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account Agent on behalf of the Lenders, at the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day Lenders at the Administrative Agent’s sole discretionoffice 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, the office of the Administrative Agent is located at Barclays Bank PLC, 000 0xx Xxxxxx, Xxx Xxxx, XX 00000, Attention of Xxxxxx Xxxxx, Phone No.: (000) 000-0000, Email: Xxxxxx.xx.xxxxx@xxxxxxxx.xxx. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if . (b) 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 required on extended to the immediately preceding next succeeding Business Day, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, month in which event such payment shall be made on the immediately preceding Business Day. In the case . (c) Except as provided in Section 2.14, Section 2.15, Section 2.16, Section 2.21, Section 10.03, Section 10.13, and this Section 2.13, if any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any extension principal of or interest on any of its Tranche A Loans or Tranche B Loans or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Tranche A Loans or Tranche B Loans (as applicable) and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (x) notify the Administrative Agent of such fact, and (y) purchase (for cash at face value) participations in the Tranche A Loans or Tranche B Loans (as applicable) and such other obligations of the other Tranche A Lenders or Tranche B Lenders (as applicable), or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Tranche A Lenders or Tranche B Lenders (as applicable) ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Tranche A Loans or Tranche B Loans (as applicable) and other amounts owing them; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of principal this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the preceding two sentences, interest thereon shall be payable at foregoing arrangements may exercise against the then applicable rate during Borrower rights of set-off and counterclaim with respect to such extensionparticipation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have been notified in writing by If any Lender prior shall fail to the time of make any Borrowing that such Lender will not make the amount that would constitute its share of such Borrowing available payment required to the Administrative Agentbe made by it pursuant to Section 2.12(b) or Section 2.12(c), the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and then the Administrative Agent may, in reliance upon such assumptionits discretion (notwithstanding any contrary provision hereof), make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined apply any amounts thereafter received by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until account of 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 of manifest error. If satisfy such Lender’s share of obligations under such borrowing is not made available to the Administrative Agent by Sections until all such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunderunsatisfied obligations are fully paid. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers Company Borrower from the Lenders hereunder and, each payment by, the Borrowers on account of any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Percentages Percentages, as the case may be, of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each Each payment (including each prepayment) on account of principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers Company Borrower in the notice described in Section 2.5 and, if no direction is given by the BorrowersCompany Borrower, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 (other than any such prepayment pursuant to Section 2.6(b)) shall be applied as directed by the Borrowers Company Borrower in the notice described in Section 2.6 and, if no direction is given by the BorrowersCompany 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. (c) All payments (including prepayments) to be made by the Borrowers Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretion. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.-79- (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefortherefor (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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the BorrowersBorrower. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers Borrower may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers Borrower prior to the date of any payment due to be made by the Borrowers Borrower hereunder that the Borrowers Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the BorrowersBorrower.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Loans and any reduction of the Commitments of the Lenders related Commitment shall be made pro rata according to the respective Term Percentages or Incremental Term Commitment Percentages of the relevant applicable Lenders. (b. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.3, second, to interest then due and owing hereunder and under the Notes of the Borrower and, third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment on account of any fees pursuant to Sections 2.3(a), 2.3(c), 2.3(d) Except as provided and, if applicable, 2.3(e) shall be made pro rata in Section 2.6(d) accordance with the respective amounts due and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each owing. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans any Loan shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lendersdue and owing each applicable Lender. The amount of each Each optional prepayment of the Term Loans any Loan shall be applied in accordance with Section 2.5(a) and each mandatory prepayment of any Loan shall be applied in accordance with Section 2.5(b). Payments made pursuant to Section 2.5 2.12 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturityaccordance with such section. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interestinterest and fees shall be made without defense, fees set-off or otherwisecounterclaim (except as provided in Section 2.15(c)), shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, at the Funding Office, in Dollars and applicable Lenders in immediately available fundsfunds at the Administrative Agent’s Office not later than 12:00 Noon (Philadelphia, Pennsylvania time) on the date when due. Any payments payment received after such time the foregoing deadlines shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretionDay. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR 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. 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. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each Except to the extent otherwise provided herein, the borrowing of Term Loans by the Borrowers Company from the Lenders hereunder and, each payment by, the Borrowers on account of any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Loan Commitment Percentages of the relevant LendersLenders with respect to the Term Loans borrowed. (b) Except as provided Whenever any payment received by the Administrative Agent under this Agreement or any Term Loan Note or any other Credit Document is insufficient to pay in Section 2.6(d) full all amounts then due and Section 2.23 payable to the Administrative Agent and the Lenders under this Agreement, then all payments received by the Administrative Agent under this Agreement or any Term Loan Note shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the following order: first, to the payment of fees and expenses due and payable to the Administrative Agent under and in connection with respect this Agreement and the other Credit Documents; second, to Incremental Term Loans the payment of all expenses due and payable under subsection 12.5, ratably among the Lenders in accordance with the aggregate amount of such payments owed to be prepaid with Segregated Cash Collateraleach such Lender; third, each to the payment (including each prepayment) on account of principal of interest then due and interest payable on the Term Loans shall be made pro rata ratably in accordance with the aggregate amount of interest owed to each such Lender; and fourth, to the Term Lenders according to payment of the respective outstanding principal amounts amount of the Term Loans which is then held by due and payable (and any applicable premium thereon) ratably among the Term Lenders. The Lenders in accordance with the aggregate principal amount of owed to each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturitysuch Lender. (c) [RESERVED] (d) All payments (including prepayments) to be made by the Borrowers hereunder, whether Company on account of principal, interest, interest and fees or otherwise, shall be made without setoff set-off or counterclaim and shall be made to the Administrative Agent prior to 1:00 P.M.2:00 p.m. (or such later time as may be agreed by the Administrative Agent in its sole discretion), New York City time, time on the due date thereof to the Administrative Agentthereof, for the account of the Lenders, Lenders at the Funding OfficeAdministrative Agent's office located at Eleven Madison Avenue, New York, NY 10010 (or at such other office of the Administrative Agent located in New York City as may be directed from time to time by the Administrative Agent in writing to the Company), in Dollars lawful money of the United States 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 Administrative Agent shall promptly distribute such payments to in accordance with the Lenders promptly provisions of this subsection 5.9 upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar Loans) becomes would become due and payable on a day other than a Business Day, such payment shall be required become due and payable on the immediately preceding next succeeding Business DayDay and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day (and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension) unless the result of such extension would be to extend such payment into another calendar month, month in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (de) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the time of any Borrowing Closing Date that such Lender will not make the amount that which would constitute its share Term Loan Commitment Percentage of such Borrowing borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, Agent in accordance with subsection 5.1 and the Administrative Agent may, in reliance upon such assumptionassumption and in its sole discretion, make available to the Borrowers Company a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Closing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, 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, 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 subsection 5.9(e) shall be conclusive in the absence of absent manifest error. If such Lender’s share 's Term Loan Commitment Percentage of such borrowing is not in fact made available to the Administrative Agent by such Lender within three Business Days after such Borrowing of the Closing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Alternate Base Rate Loans under the relevant Term Facilityhereunder (in lieu of any otherwise applicable interest), on demand, from the BorrowersCompany, without prejudice to any rights which the Company or the Administrative Agent may have against such Lender hereunder. Nothing herein contained in this subsection 5.9 shall be deemed to relieve any Lender which has failed to make available its ratable portion of any borrowing hereunder from its obligation to fulfill its Commitment or to prejudice any rights which do so in accordance with the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunderterms hereof. (ef) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date The failure of any payment due Lender to make the Term Loan to be made by it on the Borrowers Closing Date shall not relieve any other Lender of its obligation, if any, hereunder that to make its Term Loan on the Borrowers will not Closing Date, but no Lender shall be responsible for the failure of any other Lender to make the Term Loan to be made by such payment other Lender on the Closing Date. (g) All payments and optional prepayments (other than prepayments as set forth in subsection 5.11 with respect to the Administrative Agentincreased costs) of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the Administrative Agent may assume that aggregate principal amount of all Eurodollar Loans with the Borrowers are making such payment, and the Administrative Agent may, but same Interest Period shall not be required to, less than $2,000,000 or a whole multiple of $1,000,000 in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowersexcess thereof.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Revolving Commitment Percentages of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each . Each payment (including each prepaymentother than prepayments) of principal or interest under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrowers 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 on account of any fees pursuant to Section 2.5 shall be made pro rata in accordance with the respective amounts due and owing (except as to the portion of the Letter of Credit retained by the Issuing Lender and the Issuing Lender Fees). Each payment (other than prepayments) by the Borrower on account of principal of and interest on the Revolving Loans and the Term Loans Loan shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lendersdue and owing. The amount of each Each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in accordance with Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of 2.7(a) and each mandatory prepayment of the Term Loans shall be applied in accordance with Section 2.7(b). Prepayments made pursuant to Section 2.6 2.15 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) accordance with such section. All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Funding Office, Administrative Agent's office specified on Schedule 9.2 in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received funds not later than 12:00 Noon on the next Business Day at the Administrative Agent’s sole discretiondate when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunderIf the Administrative Agent does not distribute any such payment to a Lender (i) on the Business Day it receives such payment (if such payment is received by the Administrative Agent not later than 12:00 Noon) or (ii) on or before the next Business Day following the Business Day it receives such payment (if such payment is received by the Administrative Agent after 12:00 Noon), the Administrative Agent shall, on demand, pay to such Lender interest on the amount not distributed during the period from the date such amount was required to be distributed until such amount is distributed to such Lender in full at a rate per annum equal to, if distributed within two (2) Business Days of the date such amount was required to be distributed, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR 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. 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. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Loans and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Commitment Percentages of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash CollateralBanks. Unless otherwise required by the terms of this Agreement, each payment (including each prepayment) under this Agreement or any other Loan Documents shall be applied, first, to any fees then due and owing by the Company pursuant to subsection 2.4, second, to interest then due and owing in respect of the Loans of the Company, third, to principal then due and owing hereunder and under the Notes of the Company, and, fourth, to any other amounts then due and owing under the Loan Documents. Each payment on account of any fees pursuant to subsection 2.4 for the account of Banks shall be made pro rata in accordance with the respective amounts due and owing. Each payment by the Company on account of principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lendersdue and owing. The amount of each optional prepayment of the Term Loans Payments made pursuant to Section 2.5 subsection 2.13 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturityaccordance with such section. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether Company on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in subsection 2.15) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, applicable Banks at the Funding Office, Administrative Agent’s office specified in Dollars and subsection 9.2 or such other office specified by the Administrative Agent in immediately available fundsfunds and shall be made in Dollars not later than 12:00 noon on the date when due. Any payments payment received after such time the foregoing deadlines shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretionDay. The Administrative Agent shall distribute such payments to the Lenders Banks entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if 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 required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result Day, and, with respect to payments 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 sentencesprincipal, interest thereon shall be payable at the then applicable rate during such extension; provided, however, that with respect to any LIBOR Loan to which clause (A) of the definition of “Interest Period” applies, such payment shall be the next preceding Business Day. (db) Notwithstanding any other provisions of this Agreement to the contrary, after the exercise of remedies by the Administrative Agent or the Banks pursuant to Section 7 (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts under the Loan Documents shall automatically become due and payable in accordance with the terms of such Section), all amounts collected or received by the Administrative Agent or any Bank on account of the Obligations or any other amounts outstanding under any of the Loan Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent in connection with enforcing the rights of the Banks under the Loan Documents; SECOND, to the payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Banks in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Obligations owing to such Bank; FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest; FIFTH, to all other Obligations and other obligations which shall have become due and payable under the Loan Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and SIXTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (ii) each of the Banks shall receive an amount equal to its pro rata share (based on such Bank’s proportion of the amount owing under such clause) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH” and “FIFTH” above. (c) Unless the Administrative Agent shall have been notified in writing by any Lender received notice from a Bank, prior to the proposed time of any Borrowing borrowing, that such Lender Bank will not make the amount that would constitute its share of such Borrowing available to the Administrative AgentAgent such Bank’s share of such borrowing, the Administrative Agent may assume that such Lender is making Bank has made such amount share available to the Administrative Agent, on such date in accordance with subsection 2.3(b) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers Company a corresponding amount. If In such amount is event, if a Bank has not in fact made its share of the applicable borrowing available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, then the applicable Bank and the Company severally agree to pay to the Administrative Agent forthwith on demand, demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Company to but excluding the date of payment to the Administrative Agent, at (i) in the case of a rate equal payment to be made by such Bank, 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 and (ii) in the absence case of manifest errora payment to be made by the Company, the interest rate applicable to Base Rate Loans. If the Company and such Lender’s share of Bank shall pay such borrowing is not made available interest to the Administrative Agent by such Lender within three Business Days after such Borrowing Datefor the same or an overlapping period, the Administrative Agent shall also be entitled promptly remit to recover the Company the amount of such interest paid by the Company for such period. If such Bank pays its share of the applicable borrowing to the Administrative Agent, then the amount with interest thereon at so paid shall constitute such Bank’s Loan included in such borrowing. Any payment by the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein Company shall be deemed without prejudice to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which claim the Administrative Agent or the Borrowers Company may have against any Lender as a result of any default by Bank that shall have failed to make such Lender hereunderpayment to the Administrative Agent. (ed) Unless the Administrative Agent shall have been notified in writing by received notice from the Borrowers Company prior to the date of on which any payment is due to be made by the Borrowers Administrative Agent for the account of the Bank hereunder that the Borrowers Company will not make such payment to the Administrative Agentpayment, the Administrative Agent may assume that the Borrowers are making Company has made such payment, payment on such date in accordance herewith and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available distribute to the Lenders their respective pro rata shares Banks the amount due. In such event, if the Company has not in fact made such payment, then each of a corresponding amount. If such payment is not made the Banks severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Bank, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, in accordance with banking industry rules on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowersinterbank compensation.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder andBorrowing, each payment byreceived by the Administrative Agent on account of the Letter of Credit Fees, and any reduction in the Commitments, shall be allocated by the Administrative Agent to the Lenders pro rata according to their respective Percentages. Each payment and prepayment by the Borrowers on account of any reduction principal of or interest on the Commitments Loans, each continuation of the Lenders Loans of a particular Type, and each conversion of Loans from one Type to another (other than conversions pursuant to Section 3.2 or 3.3) shall be made pro rata according to the respective Term Percentages or Incremental Term Percentages of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each payment (including each prepayment) on account of principal of and interest on the Term Loans shall be made pro rata to allocated by the Term Administrative Agent among the Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenderstheir Loans. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) and prepayments to be made by the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff set-off or counterclaim and shall be made prior to 1:00 P.M.12:00 noon (or, New York City timein the case of payments under Section 2.10(g), prior to 10:00 a.m.) on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding OfficeIssuing Bank or the Administrative Agent, as appropriate, by a transfer in Dollars and in immediately available funds. Any payments received after such time shall be deemed funds to be received on the next Business Day at office of the Administrative Agent’s sole discretionAgent at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other office of the Administrative Agent or any affiliate thereof as the Administrative Agent may specify from time to time. The Administrative Agent shall distribute any such payments received by it for the account of the Lenders or the Issuing Bank to the Lenders or the Issuing Bank, as appropriate, promptly upon its receipt thereof in like funds as received. Except as otherwise provided hereunder, if 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 required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof date shall be extended to the next succeeding Business Day unless the result Day, and, with respect to payments 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 sentencesprincipal, interest thereon shall be payable at the then applicable rate during such extension. (db) The Administrative Agent is hereby authorized (but not required) to debit any Borrower's deposit accounts with the Administrative Agent for any amount owing to the Lenders, the Issuing Bank or the Administrative Agent hereunder or under any other Loan Document (including any amount owing in respect of principal, interest or fees). The rights of the Administrative Agent under this Section 2.13(b) are in addition to and not in lieu of the rights of set-off under Section 9.7 and under applicable law. (c) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the time of any Borrowing Date or any Drawing Date that such Lender will not make its Percentage of the amount that would constitute its share of such relevant Borrowing or LC Disbursement available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers or the Issuing Bank, as the case may be, a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the relevant Borrowing Date thereforor Drawing Date, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, thereon at a rate per annum equal to the greater of (i) the Federal Funds Effective Rate for the first three days following the relevant Borrowing Date or Drawing Date and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationBase Rate thereafter, 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 Section shall be conclusive in the absence of manifest error. If such any Lender’s share 's Percentage of such borrowing any Borrowing is not made available to the Administrative Agent by such Lender within three Business Days after of the Borrowing Date for such Borrowing DateBorrowing, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate or rates per annum applicable to ABR Loans under the relevant Term Facilitysuch Borrowing hereunder, on demand, from the Borrowers. Nothing herein shall be deemed Borrowers if and to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the extent that the Administrative Agent or has made such amount available to the Borrowers (without prejudice to any rights the Borrowers may have against any Lender as a result of any default by such Lender hereunderLender). (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Commitment Percentages of the relevant Lenders. . 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 2.5, second, to interest then due and owing in respect of the Notes of the Borrower and, third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment on account of any fees pursuant to Section 2.5 shall be made pro rata in accordance with the respective amounts due and owing (b) Except except as provided in Section 2.6(d) to the Letter of Credit Facing Fee and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each the Issuing Lender Fees). Each payment (including each prepaymentother than prepayments) by the Borrower on account of principal of and interest on the Term Revolving Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lendersdue and owing in accordance with Section 2.7 hereof. The amount of each optional prepayment of the Term Loans Prepayments made pursuant to Section 2.5 2.15 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturityaccordance with such section. The amount of each Each mandatory prepayment on account of principal of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in accordance with Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) 2.7(b). All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Funding Office, Administrative Agent's office specified on Schedule 9.2 in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received funds not later than 12:00 noon (New York time) on the next Business Day at the Administrative Agent’s sole discretiondate when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR 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. 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. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Commitment Percentages of the relevant Lenders. (b) Except as provided . Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.5, second, to interest then due and owing in Section 2.6(d) respect of the Notes of the Borrower and, third, to principal then due and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each owing hereunder and under the Notes of the Borrower. Each payment (including each prepayment) on account of principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made any fees pursuant to Section 2.5 shall be applied made pro rata in accordance with the respective amounts due and owing (except as directed to the portion of the Letter of Credit retained by the Borrowers in Issuing Lender and the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order Issuing Lender Fees). Each optional prepayment on account of maturity. The amount of each mandatory prepayment principal of the Term Loans shall be applied, to such of the Loans as the Borrower may designate (to be applied pro rata among the Lenders); provided, that prepayments made pursuant to Section 2.6 2.15 shall be applied as directed by in accordance with such section. Each mandatory prepayment on account of principal of the Borrowers Loans shall be applied in the notice described in accordance with Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) 2.7(b). All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Funding Office, Administrative Agent's office specified on Schedule 9.2 in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the next Business Day at the Administrative Agent’s sole discretiondate when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR 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. 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. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder andhereunder, each payment by, by the Borrowers on account of any unused fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Delayed Draw Term Percentages of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment Amounts repaid or prepaid on account of the Term Loans made pursuant to Section 2.5 shall may not be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturityreborrowed. (c) [reserved]. (d) All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and counterclaim. All payments shall be made prior to 1:00 P.M.12:00 Noon, New York City Sydney time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars AUD (or in the case of fees payable pursuant to Section 2.8, in Dollars) and in immediately available funds. Any Except as otherwise expressly provided herein, all payments received after such time made by the Borrowers hereunder with respect to principal and interest on Loans shall be deemed made to be received on the next Business Day at the Administrative Agent’s sole discretion, for the account of the respective Lenders, on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, the Borrowers are prohibited by any Requirement of Law from making any required payment hereunder in AUD, the Borrowers shall make such payment in Dollars in the Dollar Equivalent of the AUD payment amount. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if 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 required on extended to the immediately preceding next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (de) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the time of any Borrowing a borrowing that such Lender will not make the amount that would constitute its share of such Borrowing borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, the applicable Lender and the Borrowers agree to pay to the Administrative Agent forthwith on demand such Lender shall pay corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, on demandat (A) in the case of a payment to be made by such Lender, such amount the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with interest thereonthe foregoing, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (iiB) in the case of a rate payment to be made by such Borrower, the Eurodollar Rate then applicable to Loans with an Interest Period of one month (with the deemed commencement of such Interest Period being determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, its reasonable discretion for purposes of determining the period until appropriate Eurodollar Rate). If the Borrowers and such Lender makes shall pay 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 of manifest error. If such Lender’s share of such borrowing is not made available interest to the Administrative Agent by such Lender within three Business Days after such Borrowing Datefor the same or an overlapping period, the Administrative Agent shall also be entitled promptly remit to recover such Borrowers the amount with of such interest thereon at paid by the rate per annum Borrowers for such period. If such Lender pays its share of the applicable Loan to ABR Loans under the relevant Term FacilityAdministrative Agent, on demand, from then the Borrowersamount so paid shall constitute such Lender’s Loan. Nothing herein Any payment by the Borrowers shall be deemed without prejudice to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or claim the Borrowers may have against any a Lender as a result of any default by that shall have failed to make such Lender hereunderpayment to the Administrative Agent. (ef) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers. (g) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.5, Section 2.7(b), Section 2.7(c), Section 2.17(d), Section 2.17(e), Section 3.4(a) or Section 9.7, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Commitment Percentages of the relevant Lenders. . Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.5, second, to interest then due and owing in respect of the Notes of the Borrower and, third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment on account of any fees pursuant to Section 2.5 shall be made pro rata in accordance with the respective amounts due and owing (b) Except except as provided in Section 2.6(d) to the portion of the Letter of Credit retained by the Issuing Lender and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each the Issuing Lender Fees). Each payment (including each prepaymentother than prepayments) by the Borrower on account of principal of and interest on the Revolving Loans and on the Term Loans Loan shall be made pro rata to the Term Lenders according to the respective outstanding amounts due and owing. Each prepayment on account of principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment shall be applied, to such of the Term Loans as the Borrower may designate (to be applied pro rata among the Lenders); provided, that prepayments made pursuant to Section 2.5 2.15 shall be applied as directed by the Borrowers in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturityaccordance with such section. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Funding Office, Agent's office specified on Schedule 9.2 in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the next Business Day at the Administrative Agent’s sole discretiondate when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR 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. 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. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing from the Banks and each payment or prepayment to the Banks hereunder (except as specifically provided in Sections 2.13, 2.14 and 2.15) and all fees payable by the Borrowers from hereunder (except the Lenders hereunder and, each payment by, fee payable to the Borrowers on account Issuing Bank pursuant to the last sentence of any reduction of Section 2.10(d) hereof and the Commitments of fees payable to the Lenders Agent pursuant to Section 8.12 hereof) shall be made pro rata according in accordance with each Bank's Commitment Percentage and from and to each Bank on the respective Term Percentages or Incremental Term Percentages of the relevant Lenderssame date ("Pro Rata"). (b) Except as provided The parties agree that (i) all payments of principal, interest and other amounts in Section 2.6(d) connection with Revolving Credit Loans denominated in US Currency and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each payment (including each prepayment) on account of principal of and interest on the Term Loans all fees shall be made pro rata to the Term Lenders according to the respective outstanding principal in US Currency and (ii) all payments of principal, interest and other amounts of the Term (other than fees) in connection with Revolving Credit Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 denominated in any Other Currency shall be applied as directed by the Borrowers made in the notice described in Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of each mandatory prepayment of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturitysuch Other Currency. (c) All payments (including prepayments) and prepayments to be made by the Borrowers hereunder, whether on account in respect of principal, interest, fees or otherwise, other amounts due from the Borrowers in US Currency shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M.payable by 12:00 Noon, New York City Pittsburgh time, on the day when due date thereof to the Administrative Agentwithout presentment, for the account demand, protest or notice of the Lendersany kind, at the Funding Officeall of which are hereby expressly waived, in Dollars and in an action therefor shall immediately available fundsaccrue. Any Such payments received after such time shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretion. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on to the Agent at its Domestic Office in US Currency in funds immediately preceding Business Day. In the case available at such Office without setoff, counterclaim or other deduction of any extension of any payment of principal pursuant nature. The Agent shall make the funds so received available to the preceding two sentences, interest thereon shall be payable each Bank in funds immediately available at the then applicable rate during such extensionAgent's Domestic Office. (d) Unless All payments and prepayments to be made in respect of principal, interest fees or other amounts due from the Administrative Borrower in any Other Currency shall be payable by 12:00 Noon, London time, on the day when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue. Such payments shall be made to the Agent at its London Office in such Other Currency in funds immediately available at such Office without setoff, counterclaim or other deduction of any nature. The Agent shall have been notified promptly make the funds so received available to each Bank in funds immediately available at each Bank's office designated in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless To the Administrative Agent extent permitted by law, after there shall have been notified become due (by acceleration or otherwise) interest, funding fees or any other amounts due from a Borrower hereunder or under its Notes (excluding overdue principal, which shall bear interest as described in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make immediately-following sentence), such payment to the Administrative Agentamounts shall bear interest for each day until paid (before and after judgment), the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, payable on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the a rate per annum (based on a year of 365 or 366 days, as the case may be, with respect to Revolving Credit Loans bearing interest at the Prime Rate and based on a year of 360 days with respect to Revolving Credit Loans bearing interest at the Euro-Rate Option) equal to the daily average Federal Funds Effective following: (i) in the case of any part of the Euro-Rate Portion of the Revolving Credit Loans, (A) until the end of the applicable then-current Euro-Rate Funding Period, at a rate per annum 2 % above the rate otherwise applicable to such part, and (B) thereafter, in accordance with the following clause (ii); and (ii) otherwise, 2% above the then-current Prime Rate Option, such interest rate to change automatically from time to time effective as of the effective date of each change in the Prime Rate. Nothing herein After the principal amount of any Revolving Credit Loan has become due (by acceleration or otherwise), such Revolving Credit Loan shall bear interest for each day until paid (before and after judgment) at a rate per annum (based on a year of 365 or 366 days, as the case may be, with respect to Loans bearing interest at the Prime Rate and based on a year of 360 days with respect to Loans bearing interest at the Euro-Rate Option) which shall be deemed equal to limit the rights following: (i) in the case of any part of the Administrative Agent or Euro-Rate Portion of the Revolving Credit Loans, (A) until the end of the applicable then-current Euro-Rate Funding Period, at a rate per annum 2 % above the rate otherwise applicable to such part, and (B) thereafter, in accordance with the following clause (ii); and (ii) in the case of any Lender against other principal amount due, the Borrowersgreater of (x) 2 % above the Prime Rate Option on the day such Revolving Credit Loan shall have become due and (y) 2 % above the then-current Prime Rate Option, such interest rate to change automatically from time to time effective as of the effective date of each change in the Prime Rate. (f) The provisions of this Section 2.09 are cumulative and not exclusive of the other provisions of this Agreement; without limitation, the increased interest rates provided for herein are cumulative with the adjustments in interest rates provided for elsewhere in this Agreement (including but not limited to the adjustments provided for in Sections 2.04(b)). The Banks and the Borrower's acknowledge that, in no event shall the interest charged on any Revolving Credit Loan exceed the maximum rate permitted under applicable law. Interest in excess of the maximum allowed by applicable law will not be collected and, if inadvertently collected, will be credited as a reduction of principal, effective as of the date inadvertently collected. Any payment of principal in excess of the then outstanding principal balance resulting from the inadvertent collection of interest in excess of the maximum rate allowed by law shall be refunded to the relevant Borrower, effective as of the date inadvertently collected.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Revolving Commitment Percentages of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each . Each payment (including each prepaymentother 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 Borrower 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 on account of principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made any fees pursuant to Section 2.5 shall be applied made pro rata in accordance with the respective amounts due and owing (except as directed to the portion of the Letter of Credit retained by the Borrowers Issuing Lender and the Issuing Lender Fees). Each optional prepayment of the Loans shall be applied in the notice described in accordance with Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of 2.7(a) and each mandatory prepayment of the Term Loans shall be applied in accordance with Section 2.7(b). Prepayments made pursuant to Section 2.6 2.14 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) accordance with such section. All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.17(b)) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Funding Office, Administrative Agent’s office specified on Schedule 9.2 in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received funds not later than 12:00 Noon on the next Business Day at the Administrative Agent’s sole discretiondate when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR 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. 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. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made PRO RATA according to the respective Commitment Percentages of the Lenders. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrowers from Borrower pursuant to Section 2.5, second, to interest then due and owing in respect of the Lenders hereunder Notes of the Borrower and, each third, to principal then due and owing hereunder and under the Notes of the Borrower. Each payment by, the Borrowers on account of any reduction of the Commitments of the Lenders fees pursuant to Section 2.5 shall be made pro rata according PRO RATA in accordance with the respective amounts due and owing (except as to the respective Term Percentages or Incremental Term Percentages portion of the relevant Lenders. (b) Except as provided in Section 2.6(d) Letter of Credit retained by the Issuing Lender and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each the Issuing Lender Fees). Each payment (including each prepaymentother than prepayments) by the Borrower on account of principal of and interest on the Revolving Loans and on the Term Loans shall be made pro rata to the Term Lenders PRO RATA according to the respective outstanding amounts due and owing in accordance with Section 2.7 hereof. Each optional prepayment on account of principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made pursuant to Section 2.5 shall be applied as directed by the Borrowers in the notice described in accordance with Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity2.7(a). The amount of each Each mandatory prepayment on account of principal of the Term Loans pursuant to Section 2.6 shall be applied as directed by the Borrowers in the notice described in accordance with Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) 2.7(b). All payments (including prepayments) to be made by the Borrowers hereunder, whether Borrower on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Funding Office, Administrative Agent's office specified on SCHEDULE 9.2 in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the next Business Day at the Administrative Agent’s sole discretiondate when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR 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. 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. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder and, each payment by, the Borrowers on account of Revolving Loans and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Incremental Term Revolving Commitment Percentages of the relevant Lenders. (b) Except as provided in Section 2.6(d) and Section 2.23 with respect to Incremental Term Loans to be prepaid with Segregated Cash Collateral, each . Each payment (including each prepaymentother than prepayments) of principal or interest under this Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrowers 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 on account of principal of and interest on the Term Loans shall be made pro rata to the Term Lenders according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. The amount of each optional prepayment of the Term Loans made any fees pursuant to Section 2.5 shall be applied made pro rata in accordance with the respective amounts due and owing (except as directed to the portion of the Letter of Credit retained by the Borrowers Issuing Lender and the Issuing Lender Fees). Each optional prepayment of the Loans shall be applied in the notice described in accordance with Section 2.5 and, if no direction is given by the Borrowers, in the direct order of maturity. The amount of 2.7(a) and each mandatory prepayment of the Term Loans shall be applied in accordance with Section 2.7(b). Prepayments made pursuant to Section 2.6 2.15 shall be applied as directed by the Borrowers in the notice described in Section 2.6 and, if no direction is given by the Borrowers, in the direct order of maturity. (c) accordance with such section. All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interest, interest and fees or otherwise, shall be made without setoff defense, set-off or counterclaim (except as provided in Section 2.18(b)) and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, Agent for the account of the Lenders, Lenders at the Funding Office, Administrative Agent's office specified on Schedule 9.2 in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received funds not later than 12:00 Noon on the next Business Day at the Administrative Agent’s sole discretiondate when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if If any payment hereunder (other than payments on the Eurodollar LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on extended to the immediately preceding next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a Eurodollar LIBOR 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. 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. (d) Unless the Administrative Agent shall have been notified in writing by any 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 Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the 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 of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Term Facility, on demand, from the Borrowers. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (e) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.