Common use of Pro Rata Treatment, etc Clause in Contracts

Pro Rata Treatment, etc. (a) All payments and repayments of principal and interest in respect of the Loans (except as expressly provided in Section 2.14, Section 2.15, Section 2.16, Section 2.17 and ARTICLE 11) and all payments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit shall be made pro rata among the applicable Lenders in accordance with their respective applicable Commitments (provided that in the case of Term Loans or in the event that such Commitments shall have expired or been terminated, such pro rata allocation shall be based on the respective principal amounts of the outstanding Loans or participations in Letters of Credit). All payments of Commitment Fees shall be made pro rata among the Lenders in accordance with their Commitments. All payments by the Borrowers hereunder shall be (i) except as otherwise provided in Section 2.19, net of any tax applicable to the Borrowers and (ii) made in Dollars or Canadian Dollars (as applicable) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, at the office of the Applicable Agent by 12:00 Noon, New York City time, on the date on which such payment shall be due. Interest in respect of any Loan hereunder shall accrue from and including the date of such Loan to but excluding the date on which such Loan is paid in full or converted to a Loan of a different Type. (b) Unless the Applicable Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Applicable Agent for the account of the Lenders or a Fronting Bank hereunder that the Borrower will not make such payment, the Applicable Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or a Fronting Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or a Fronting Bank, as the case may be, severally agrees to repay to the Applicable Agent forthwith on demand the amount so distributed to such Lender or Fronting 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 Applicable Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Applicable Agent in accordance with banking industry rules on interbank compensation. (c) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.4(e) or 2.4(g), Section 2.7(b), 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then the Applicable Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Applicable Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Pro Rata Treatment, etc. On the Increase Effective Date, (ai) All payments and repayments of principal and interest in respect of the Loans any Lender increasing (except as expressly provided in Section 2.14or, Section 2.15, Section 2.16, Section 2.17 and ARTICLE 11) and all payments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit shall be made pro rata among the applicable Lenders in accordance with their respective applicable Commitments (provided that in the case of Term Loans any newly added Lender, extending) its Revolving Credit Commitment shall make available to Administrative Agent such amounts in immediately available funds as Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or in addition and the event that use of such Commitments shall have expired or been terminatedamounts to make payments to such other Lenders, such pro rata allocation shall be based on the respective principal amounts each Lender’s portion of the outstanding Revolving Credit Loans or participations in Letters of Credit). All payments all the Lenders to equal its revised Applicable Percentage of Commitment Fees such outstanding Revolving Credit Loans, and Administrative Agent shall be made pro rata make such other adjustments among the Lenders in accordance with their Commitments. All payments by respect to the Borrowers hereunder Revolving Credit Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be (i) except as otherwise provided necessary, in Section 2.19the opinion of Administrative Agent, net of any tax applicable in order to the Borrowers effect such reallocation and (ii) made in Dollars the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase (or Canadian Dollars (as applicableaddition) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, at the office Revolving Credit Commitments (with such reborrowing to consist of the Applicable Agent Types of Revolving Credit Loans, with related Interest Periods if applicable, specified in a notice delivered by 12:00 Noonthe Borrower, New York City time, in accordance with the requirements of Section 2.1(b)). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the date on which such payment shall be due. Interest amount prepaid and, in respect of any Loan hereunder each Term SOFR Loan, shall accrue from and including be subject to the provisions of Section 3.5 if the deemed payment occurs other than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase or addition, Administrative Agent shall, and is hereby authorized and directed to, revise Schedule 2.1 to reflect such Loan increase or addition and shall distribute such revised Schedule 2.1 to but excluding the date on which such Loan is paid in full or converted to a Loan of a different Type. (b) Unless the Applicable Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Applicable Agent for the account of the Lenders or a Fronting Bank hereunder that the Borrower will not make such payment, the Applicable Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or a Fronting Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or a Fronting Bankand the Borrower, as whereupon such revised Schedule 2.1 shall replace the case may be, severally agrees to repay to the Applicable Agent forthwith on demand the amount so distributed to such Lender or Fronting Bank with interest thereon, for each day from old Schedule 2.1 and including the date such amount is distributed to it to but excluding the date become part of payment to the Applicable Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Applicable Agent in accordance with banking industry rules on interbank compensationthis Agreement. (c) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.4(e) or 2.4(g), Section 2.7(b), 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then the Applicable Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Applicable Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Pro Rata Treatment, etc. On the Increase Effective Date, (ai) All payments and repayments of principal and interest in respect of the Loans any Lender increasing (except as expressly provided in Section 2.14or, Section 2.15, Section 2.16, Section 2.17 and ARTICLE 11) and all payments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit shall be made pro rata among the applicable Lenders in accordance with their respective applicable Commitments (provided that in the case of Term Loans any newly added Lender, extending) its Commitment shall make available to Administrative Agent such amounts in immediately available funds as Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or in addition and the event that use of such Commitments shall have expired or been terminatedamounts to make payments to such other Lenders, such pro rata allocation shall be based on the respective principal amounts each Lender’s portion of the outstanding Revolving Credit Loans or participations in Letters of Credit). All payments all the Lenders to equal its revised Applicable Percentage of Commitment Fees such outstanding Revolving Credit Loans, and Administrative Agent shall be made pro rata make such other adjustments among the Lenders in accordance with their Commitments. All payments by respect to the Borrowers hereunder Revolving Credit Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be (i) except as otherwise provided necessary, in Section 2.19the opinion of Administrative Agent, net of any tax applicable in order to the Borrowers effect such reallocation and (ii) made in Dollars the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase (or Canadian Dollars (as applicableaddition) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, at the office Commitments (with such reborrowing to consist of the Applicable Agent Types of Revolving Credit Loans, with related Interest Periods if applicable, specified in a notice delivered by 12:00 Noonthe Borrower, New York City time, in accordance with the requirements of Section 2.1(b)). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the date on which such payment shall be due. Interest amount prepaid and, in respect of any Loan hereunder each Term SOFR Loan, shall accrue from and including be subject to the provisions of Section 3.5 if the deemed payment occurs other than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase or addition, Administrative Agent shall, and is hereby authorized and directed to, revise Schedule 2.1 to reflect such Loan increase or addition and shall distribute such revised Schedule 2.1 to but excluding the date on which such Loan is paid in full or converted to a Loan of a different Type. (b) Unless the Applicable Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Applicable Agent for the account of the Lenders or a Fronting Bank hereunder that the Borrower will not make such payment, the Applicable Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or a Fronting Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or a Fronting Bankand the Borrower, as whereupon such revised Schedule 2.1 shall replace the case may be, severally agrees to repay to the Applicable Agent forthwith on demand the amount so distributed to such Lender or Fronting Bank with interest thereon, for each day from old Schedule 2.1 and including the date such amount is distributed to it to but excluding the date become part of payment to the Applicable Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Applicable Agent in accordance with banking industry rules on interbank compensationthis Agreement. (c) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.4(e) or 2.4(g), Section 2.7(b), 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then the Applicable Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Applicable Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Pro Rata Treatment, etc. (a) All payments and repayments of principal and interest in respect of Except as otherwise provided herein, the Loans (except as expressly provided in Section 2.14, Section 2.15, Section 2.16, Section 2.17 and ARTICLE 11) and all payments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit Term Loan Borrowing on the Closing Date shall be made pro rata among the applicable Lenders in accordance with their respective applicable Commitments Lenders. (b) Except as otherwise provided that in herein, each payment (including each prepayment) by the case Borrower on account of principal or interest of the Term Loans or in the event that such Commitments shall have expired or been terminated, such pro rata allocation shall be based on the respective principal amounts of the outstanding Loans or participations in Letters of Credit). All payments of Commitment Fees shall be made pro rata among according to the Lenders in accordance with their Commitments. respective outstanding principal amounts of such Term Loans then held by the applicable Lenders. (c) All payments by the Borrowers Borrower hereunder and under the Notes shall be (i) except as otherwise provided in Section 2.19, net of any tax applicable to the Borrowers and (ii) made in Dollars or Canadian Dollars (as applicable) in immediately available funds, funds without defense, setoff or counterclaim and free of any restriction or condition, at the office Funding Office of the Applicable Administrative Agent by 12:00 Noon2:00 P.M., New York City time, on the date on which such payment shall be due, provided that if any payment hereunder would become due and payable on a day other than a Business Day such payment shall become due and payable on 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. Interest in respect of any Term Loan hereunder shall accrue from and including the date of such Term Loan to but excluding the date on which such Term Loan is paid in full or converted to a Loan of a different Typefull. (bd) Unless the Applicable Administrative Agent shall have received notice from been notified in writing by the applicable Borrower prior to the date on which of any payment is due to be made by the Applicable Agent for the account of the Lenders or a Fronting Bank Borrower hereunder that the Borrower will not make such paymentpayment to the Administrative Agent, the Applicable Administrative Agent may assume that the Borrower has made is making such payment on such date in accordance herewith payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, distribute make available to the Lenders or their respective pro rata shares of a Fronting Bank, as corresponding amount. If such payment is not made to the case may beAdministrative Agent by the Borrower within three (3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount due. In such event, if the Borrower has not in fact which was made such payment, then each of the Lenders or a Fronting Bank, as the case may be, severally agrees to repay available pursuant to the Applicable Agent forthwith on demand the preceding sentence, such amount so distributed to such Lender or Fronting Bank with interest thereon, for each day from and including thereon at the date such amount is distributed to it to but excluding the date of payment rate per annum equal to the Applicable Agent, at the greater of the daily average Federal Funds Effective Rate and a rate determined by Rate. Nothing herein shall be deemed to limit the Applicable rights of the Administrative Agent in accordance with banking industry rules on interbank compensation. (c) If or any Lender shall fail to make any payment required to be made by it pursuant to Section 2.4(e) or 2.4(g), Section 2.7(b), 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then against the Applicable Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Applicable Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paidBorrower.

Pro Rata Treatment, etc. (a) All payments and repayments of principal and interest in respect of Each borrowing by the Loans Borrower from the Lenders hereunder (except as expressly provided in Section 2.142.27), Section 2.15, Section 2.16, Section 2.17 each payment by the Borrower on account of any commitment fee and ARTICLE 11) and all payments any reduction of Letter the Commitments of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit the Lenders shall be made pro rata among according to the applicable Lenders in accordance with their respective applicable Commitments (provided that in First Priority Term Percentages, Additional First Priority Term Percentages or Revolving Commitment Percentages, as the case may be, of the relevant Lenders. (b) Each payment (including each prepayment) by the Borrower on account of principal and interest on the First Priority Term Loans or in the event that such Commitments shall have expired or been terminated, such pro rata allocation shall be based on the respective principal amounts of the outstanding Loans or participations in Letters of Credit). All payments of Commitment Fees shall be made pro rata among according to the Lenders in accordance with their Commitments. All payments respective outstanding principal amount of the First Priority Term Loans then held by the Borrowers hereunder shall be First Priority Term Lenders (iexcept (x) except as otherwise provided in Section 2.192.16(h) and (y) with respect to interest on any Incremental Term Loans, net of any tax applicable to the Borrowers extent such interest is not at the same rate as for the First Priority Term Loans existing at the time such Incremental Term Loans are made pursuant to Section 2.27). The amount of each principal prepayment of the First Priority Term Loans shall be applied to reduce the then remaining scheduled installments of First Priority Term Loans pro rata based upon the respective then remaining principal amounts thereof; provided that, at the Borrower’s option, any such prepayment of the First Priority Term Loans may be applied to the scheduled principal installments of the First Priority Term Loans occurring in the first 24 months following the date of such payment in direct order of maturity and then to ratably reduce all remaining scheduled installments thereof. Amounts prepaid on account of the First Priority Term Loans may not be reborrowed. (iic) Each payment (including each prepayment) by the Borrower on account of principal or 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 by the Borrower hereunder and under the Notes shall be made in Dollars or Canadian Dollars (as applicable) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, funds at the office Funding Office of the Applicable Administrative Agent or, in the case of the Revolving Loans, the Sub-Agent by 12:00 Noon2:00 P.M., New York City time, on the date on which such payment shall be due, provided that if any payment hereunder would become due and payable on a day other than a Business Day such payment shall become due and payable on 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. Interest in respect of any Loan hereunder shall accrue from and including the date of such Loan to but excluding the date on which such Loan is paid in full or converted to a Loan of a different Typefull. (be) Unless the Applicable Administrative Agent or, in the case of the Revolving Loans, the Sub-Agent shall have received notice from the applicable Borrower been notified in writing by any Lender prior to the date on which any payment is due to the Applicable Agent for the account of the Lenders or a Fronting Bank hereunder Borrowing that the Borrower such Lender will not make the amount that would constitute its share of such paymentborrowing available to the Administrative Agent or the Sub-Agent, as applicable, the Applicable Administrative Agent or the Sub-Agent, as applicable, may assume that such Lender is making such amount available to the Borrower has made such payment on such date in accordance herewith Administrative Agent or the Sub-Agent, as applicable, and the Administrative Agent or the Sub-Agent, as applicable, may, in reliance upon such assumption, distribute make available to the Lenders Borrower a corresponding amount. If such amount is not made available to the Administrative Agent or a Fronting Bankthe Sub-Agent, as applicable, by the case may berequired time on the Borrowing Date therefor, such Lender shall pay to the amount due. In such event, if Administrative Agent or the Borrower has not in fact made such payment, then each of the Lenders or a Fronting BankSub-Agent, as the case may beapplicable, severally agrees to repay to the Applicable Agent forthwith on demand the demand, such amount so distributed to such Lender or Fronting Bank with interest thereon, for each day from and including the date such amount is distributed at a rate equal to it to but excluding the date of payment to the Applicable Agent, at the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Applicable Administrative Agent or the Sub-Agent, as applicable, in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent or the Sub-Agent, as applicable. A certificate of the Administrative Agent or the Sub-Agent, as applicable, 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 or the Sub-Agent, as applicable, by such Lender within three (3) Business Days after such Borrowing Date, the Administrative Agent or the Sub-Agent, as applicable, shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans under the relevant Facility, on demand, from the Borrower, such recovery to be without prejudice to the rights of the Borrower against any such Lender. (cf) If any Lender Unless the Administrative Agent or, in the case of the Revolving Loans, the Sub-Agent shall fail have been notified in writing by the Borrower prior to make the date of any payment required due to be made by it the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent or the Sub-Agent, as applicable, the Administrative Agent or the Sub-Agent, as applicable, may assume that the Borrower is making such payment, and the Administrative Agent or the Sub-Agent, as applicable, 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 or the Sub-Agent, as applicable, by the Borrower within three (3) Business Days after such due date, the Administrative Agent or the Sub-Agent, as applicable, shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to Section 2.4(e) 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 the Sub-Agent or 2.4(g), Section 2.7(b), 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then any Lender against the Applicable Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Applicable Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paidBorrower.

Pro Rata Treatment, etc. (a) All payments and repayments of principal and interest in respect of Except as otherwise provided herein (including Section 2.23), each borrowing by the Loans (except as expressly provided in Section 2.14, Section 2.15, Section 2.16, Section 2.17 and ARTICLE 11) and all payments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit Borrower from the Lenders hereunder shall be made pro rata among according to their Revolving Loan Percentages. (b) Except as otherwise provided herein (including Section 2.23), each payment (including each prepayment) by the applicable Lenders in accordance with their respective applicable Commitments (provided that in the case Borrower on account of Term principal or interest on each Class of Loans or in the event that such Commitments shall have expired or been terminated, such pro rata allocation shall be based on the respective principal amounts of the outstanding Loans or participations in Letters of Credit). All payments of Commitment Fees shall be made pro rata among according to the Lenders in accordance with their Commitments. respective outstanding principal amounts of such Class of Loans then held by the applicable Lenders. (c) All payments by the Borrowers Borrower hereunder and under the Notes shall be (i) except as otherwise provided in Section 2.19, net of any tax applicable to the Borrowers and (ii) made in Dollars or Canadian Dollars (as applicable) in immediately available funds, funds without defense, setoff or counterclaim and free of any restriction or condition, at the office Funding Office of the Applicable Administrative Agent by 12:00 Noon2:00 P.M., New York City time, on the date on which such payment shall be due, provided that if any payment hereunder would become due and payable on a day other than a Business Day such payment shall become due and payable on 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. Interest in respect of any Loan hereunder shall accrue from and including the date of such Loan to but excluding the date on which such Loan is paid in full or converted to a Loan of a different Typefull. (bd) Unless the Applicable Administrative Agent shall have received notice from been notified in writing by the applicable Borrower prior to the date on which of any payment is due to be made by the Applicable Agent for the account of the Lenders or a Fronting Bank Borrower hereunder that the Borrower will not make such paymentpayment to the Administrative Agent, the Applicable Administrative Agent may assume that the Borrower has made is making such payment on such date in accordance herewith payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, distribute make available to the Lenders or their respective pro rata shares of a Fronting Bank, as corresponding amount. If such payment is not made to the case may beAdministrative Agent by the Borrower within three (3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount due. In such event, if the Borrower has not in fact which was made such payment, then each of the Lenders or a Fronting Bank, as the case may be, severally agrees to repay available pursuant to the Applicable Agent forthwith on demand the preceding sentence, such amount so distributed to such Lender or Fronting Bank with interest thereon, for each day from and including thereon at the date such amount is distributed to it to but excluding the date of payment rate per annum equal to the Applicable Agent, at the greater of the daily average Federal Funds Effective Rate and a rate determined by Rate. Nothing herein shall be deemed to limit the Applicable rights of the Administrative Agent in accordance with banking industry rules on interbank compensationor any Lender against the Borrower. (ce) If Notwithstanding anything to the contrary contained in this Section 2.14 or elsewhere in this Agreement, the Borrower may extend the final maturity of Loans in connection with an Extension that is permitted under Section 2.23 without being obligated to effect such extensions on a pro rata basis among the Lenders. Furthermore, the Borrower may take all actions contemplated by Section 2.23 in connection with any Lender shall fail to make any payment required to be made by it pursuant to Section 2.4(e) Extension (including modifying pricing and repayments or 2.4(gprepayments), and in each case such actions shall be permitted, and the differing payments contemplated therein shall be permitted without giving rise to any violation of this Section 2.7(b), 2.7(c), 2.7(d) 2.14 or 2.7(e), Section 2.18(b) or Section 9.6(b), then the Applicable Agent may, in its discretion (notwithstanding any contrary other provision hereof), apply any amounts thereafter received by the Applicable Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paidthis Agreement.

Pro Rata Treatment, etc. (a) All payments and repayments of principal and interest in respect of Except as otherwise provided herein (including Section 2.27), each Borrowing by the Loans (except as expressly provided in Section 2.14, Section 2.15, Section 2.16, Section 2.17 and ARTICLE 11) and all payments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit Borrower from the Lenders hereunder shall be made pro rata among according to the applicable Lenders in accordance with their respective applicable Commitments Term B-1 Percentages or Term B-2 Percentages, as applicable, of the relevant Lenders. (b) Except as otherwise provided that in herein (including Sections 2.14, 2.27 and 2.28), each payment (including each prepayment) by the case Borrower on account of principal or interest on each tranche of Term Loans or in the event that such Commitments shall have expired or been terminated, such pro rata allocation shall be based on the respective principal amounts of the outstanding Loans or participations in Letters of Credit). All payments of Commitment Fees shall be made pro rata among according to the Lenders in accordance with their Commitments. respective outstanding principal amounts of the Term B-1 Loans or Term B-2 Loans, as applicable, then held by the applicable Lenders. (c) All payments by the Borrowers Borrower hereunder and under any Notes shall be (i) except as otherwise provided in Section 2.19, net of any tax applicable to the Borrowers and (ii) made in Dollars or Canadian Dollars (as applicable) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, funds at the office Funding Office of the Applicable Administrative Agent by 12:00 Noon2:00 P.M., New York City time, on the date on which such payment shall be due, provided that if any payment hereunder would become due and payable on a day other than a Business Day such payment shall become due and payable on 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. Interest in respect of any Term Loan hereunder shall accrue from and including the date of such Term Loan to but excluding the date on which such Term Loan is paid in full or converted to a Loan of a different Typefull. (bd) Unless the Applicable Administrative Agent shall have received notice from the applicable Borrower been notified in writing by any Lender prior to the date on which any payment is due to the Applicable Agent for the account of the Lenders or a Fronting Bank hereunder Borrowing that the Borrower such Lender will not make the amount that would constitute its share of such paymentBorrowing available to the Administrative Agent, the Applicable Administrative Agent may assume that such Lender is making such amount available to the Borrower has made such payment on such date in accordance herewith Administrative Agent and the Administrative Agent may, in reliance upon such assumption, distribute make available to the Lenders or Borrower a Fronting Bank, as the case may be, the corresponding amount. If such amount due. In such event, if the Borrower has is not in fact made such payment, then each of the Lenders or a Fronting Bank, as the case may be, severally agrees to repay available to the Applicable Administrative Agent forthwith by the required time on demand the amount so distributed to Borrowing Date therefor, such Lender or Fronting Bank shall pay to the Administrative Agent on demand, such amount with interest thereon, for each day from and including the date such amount is distributed at a rate equal to it to but excluding the date of payment to the Applicable Agent, at the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Applicable 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 Base Rate Loans under this Agreement, on demand, from the Borrower, such recovery to be without prejudice to the rights of the Borrower against any such Lender. (ce) If any Lender Unless the Administrative Agent shall fail have been notified in writing by the Borrower prior to make the date of any payment required due to be made by it pursuant the Borrower hereunder that the Borrower will not make such payment to Section 2.4(e) or 2.4(g)the Administrative Agent, Section 2.7(b)the Administrative Agent may assume that the Borrower is making such payment, 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then and the Applicable Administrative Agent may, but shall not be required to, in its discretion reliance upon such assumption, make available to the applicable Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three (notwithstanding 3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. (f) Notwithstanding anything to the contrary provision hereofcontained in this Section 2.17 or elsewhere in this Agreement, the Borrower may extend the final maturity of any tranche of Term Loans in connection with an Extension that is permitted under Section 2.27 without being obligated to effect such extensions on a pro rata basis among the relevant Lenders. Furthermore, the Borrower may take all actions contemplated by Section 2.27 in connection with any Extension (including modifying pricing and repayments or prepayments), apply and in each case such actions shall be permitted, and the differing payments contemplated therein shall be permitted without giving rise to any amounts thereafter received by the Applicable Agent for the account violation of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paidthis Section 2.17 or any other provision of this Agreement.

Pro Rata Treatment, etc. On the Increase Effective Date, (ai) All payments and repayments of principal and interest in respect of the Loans any Lender increasing (except as expressly provided in Section 2.14or, Section 2.15, Section 2.16, Section 2.17 and ARTICLE 11) and all payments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit shall be made pro rata among the applicable Lenders in accordance with their respective applicable Commitments (provided that in the case of Term Loans any newly added Lender, extending) its Revolving Credit Commitment shall make available to Administrative Agent such amounts in immediately available funds as Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or in addition and the event that use of such Commitments shall have expired or been terminatedamounts to make payments to such other Lenders, such pro rata allocation shall be based on the respective principal amounts each Lender’s portion of the outstanding Revolving Credit Loans or participations in Letters of Credit). All payments all the Lenders to equal its revised Applicable Percentage of Commitment Fees such outstanding Revolving Credit Loans, and Administrative Agent shall be made pro rata make such other adjustments among the Lenders in accordance with their Commitments. All payments by respect to the Borrowers hereunder Revolving Credit Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be (i) except as otherwise provided necessary, in Section 2.19the opinion of Administrative Agent, net of any tax applicable in order to the Borrowers effect such reallocation and (ii) made in Dollars the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase (or Canadian Dollars (as applicableaddition) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, at the office Revolving Credit Commitments (with such reborrowing to consist of the Applicable Agent Types of Revolving Credit Loans, with related Interest Periods if applicable, specified in a notice delivered by 12:00 Noonthe Borrower, New York City time, in accordance with the requirements of Section 2.1(b)). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the date on which such payment shall be due. Interest amount prepaid and, in respect of any Loan hereunder each Term SOFR Portion, shall accrue from and including be subject to the provisions of Section 3.5 if the deemed payment occurs other than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase or addition, Administrative Agent shall, and is hereby authorized and directed to, revise Schedule 2.1 to reflect such Loan increase or addition and shall distribute such revised Schedule 2.1 to but excluding the date on which such Loan is paid in full or converted to a Loan of a different Type. (b) Unless the Applicable Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Applicable Agent for the account of the Lenders or a Fronting Bank hereunder that the Borrower will not make such payment, the Applicable Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or a Fronting Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or a Fronting Bankand the Borrower, as whereupon such revised Schedule 2.1 shall replace the case may be, severally agrees to repay to the Applicable Agent forthwith on demand the amount so distributed to such Lender or Fronting Bank with interest thereon, for each day from old Schedule 2.1 and including the date such amount is distributed to it to but excluding the date become part of payment to the Applicable Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Applicable Agent in accordance with banking industry rules on interbank compensationthis Agreement. (c) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.4(e) or 2.4(g), Section 2.7(b), 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then the Applicable Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Applicable Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Pro Rata Treatment, etc. (a) All payments and repayments of principal and interest in respect of Except as otherwise provided herein, (i) the Loans (except as expressly provided in Section 2.14, Section 2.15, Section 2.16, Section 2.17 and ARTICLE 11) and all payments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit Term A-1 Loan Borrowing on the Closing Date shall be made pro rata among the applicable Lenders in accordance with their respective applicable Commitments Term A-1 Lenders, (provided that in ii) the case of Term Loans or in the event that such Commitments shall have expired or been terminated, such pro rata allocation shall be based A-2 Loan Borrowing on the respective principal amounts of the outstanding Loans or participations in Letters of Credit). All payments of Commitment Fees Closing Date shall be made pro rata among the Term A-2 Lenders in accordance with their Commitments. and (iii) the Term A-3 Loan Borrowing on the Closing Date shall be made pro rata among the Term A-3 Lenders. (b) Except as otherwise provided herein, each payment (including each prepayment) by the Borrower on account of (i) principal or interest of the Term A-1 Loans shall be made pro rata according to the respective outstanding principal amounts of such Term A-1 Loans then held by the applicable Lenders, (ii) principal or interest of the Term A-2 Loans shall be made pro rata according to the respective outstanding principal amounts of such Term A-2 Loans then held by the applicable Lenders and (iii) principal or interest of the Term A-3 Loans shall be made pro rata according to the respective outstanding principal amounts of such Term A-3 Loans then held by the applicable Lenders. (c) All payments by the Borrowers Borrower hereunder and under the Notes shall be (i) except as otherwise provided in Section 2.19, net of any tax applicable to the Borrowers and (ii) made in Dollars or Canadian Dollars (as applicable) in immediately available funds, funds without defense, setoff or counterclaim and free of any restriction or condition, at the office Funding Office of the Applicable Administrative Agent by 12:00 Noon2:00 P.M., New York City time, on the date on which such payment shall be due, provided that if any payment hereunder would become due and payable on a day other than a Business Day such payment shall become due and payable on 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. Interest in respect of any Term Loan hereunder shall accrue from and including the date of such Term Loan to but excluding the date on which such Term Loan is paid in full or converted to a Loan of a different Typefull. (bd) Unless the Applicable Administrative Agent shall have received notice from been notified in writing by the applicable Borrower prior to the date on which of any payment is due to be made by the Applicable Agent for the account of the Lenders or a Fronting Bank Borrower hereunder that the Borrower will not make such paymentpayment to the Administrative Agent, the Applicable Administrative Agent may assume that the Borrower has made is making such payment on such date in accordance herewith payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, distribute make available to the Lenders or their respective pro rata shares of a Fronting Bank, as corresponding amount. If such payment is not made to the case may beAdministrative Agent by the Borrower within three (3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount due. In such event, if the Borrower has not in fact which was made such payment, then each of the Lenders or a Fronting Bank, as the case may be, severally agrees to repay available pursuant to the Applicable Agent forthwith on demand the preceding sentence, such amount so distributed to such Lender or Fronting Bank with interest thereon, for each day from and including thereon at the date such amount is distributed to it to but excluding the date of payment rate per annum equal to the Applicable Agent, at the greater of the daily average Federal Funds Effective Rate and a rate determined by Rate. Nothing herein shall be deemed to limit the Applicable rights of the Administrative Agent in accordance with banking industry rules on interbank compensation. (c) If or any Lender shall fail to make any payment required to be made by it pursuant to Section 2.4(e) or 2.4(g), Section 2.7(b), 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then against the Applicable Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Applicable Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paidBorrower.

Pro Rata Treatment, etc. Except as required under Section 2.10(e) or 2.13, (ai) All payments and repayments each Committed Borrowing, each payment or prepayment of principal and of any Committed Borrowing, each payment of interest in respect on the Revolving Loans, each payment of the Loans (except as expressly provided in Section 2.14, Section 2.15, Section 2.16, Section 2.17 Facility Fees and ARTICLE 11) and all payments of the Letter of Credit Fees (other than those payable to Fees, each reduction of the Revolving Commitments and each refinancing of any Borrowing with a Fronting Bank) for Letters Committed Borrowing of Credit any Type, shall be made pro rata among the applicable Revolving Lenders in accordance with their respective applicable Revolving Commitments (provided that in the case of Term Loans or in the event that or, if such Revolving Commitments shall have expired or been terminated, such pro rata allocation shall be based on in accordance with the respective principal amounts of their outstanding Revolving Loans) and (ii) each Term Borrowing, each payment or prepayment of principal on the outstanding Loans or participations in Letters Term Loan and each refinancing of Credit). All payments of Commitment Fees a Term Borrowing shall be made pro rata among the Term Lenders in accordance with their Commitments. All payments by respective Term Loan Commitments (and, after the Borrowers hereunder shall be (i) except as otherwise provided in Section 2.19, net of any tax applicable to the Borrowers and (ii) made in Dollars or Canadian Dollars (as applicable) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, at the office making of the Applicable Agent by 12:00 NoonTerm Loan, New York City time, on the date on which such payment shall be due. Interest in respect of any Loan hereunder shall accrue from and including the date of such Loan to but excluding the date on which such Loan is paid in full or converted to a Loan of a different Type. (b) Unless the Applicable Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Applicable Agent for the account of the Lenders or a Fronting Bank hereunder that the Borrower will not make such payment, the Applicable Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or a Fronting Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or a Fronting Bank, as the case may be, severally agrees to repay to the Applicable Agent forthwith on demand the amount so distributed to such Lender or Fronting 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 Applicable Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Applicable Agent in accordance with banking industry rules the principal amount of their outstanding Term Loan). Each payment of principal of any Competitive Borrowing shall be allocated pro rata among the Revolving Lenders participating in such Borrowing in accordance with the respective principal amounts of their outstanding Competitive Loans comprising such Borrowing. Each payment of interest on interbank compensation. any Competitive Borrowing shall be allocated pro rata among the Revolving Lenders participating in such Borrowing in accordance with the respective amounts of accrued and unpaid interest on their outstanding Competitive Loans comprising such Borrowing. For purposes of determining the available Revolving Commitments of the Revolving Lenders at any time (cbut not for purposes of Section 2.06(a)), each outstanding Competitive Borrowing shall be deemed to have utilized the Revolving Commitments of the Banks (including those Revolving Lenders which shall not have made Revolving Loans as part of such Competitive Borrowing) If pro rata in accordance with such respective Revolving Commitments. Each Bank agrees that in computing such Bank's portion of any Lender shall fail to make any payment required Borrowing to be made by it pursuant to Section 2.4(e) or 2.4(g)hereunder, Section 2.7(b), 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then the Applicable Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof)discretion, apply any amounts thereafter received by the Applicable Agent for the account round each Bank's percentage of such Lender Borrowing to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paidthe next higher or lower whole dollar amount.

Pro Rata Treatment, etc. (a) All payments and repayments of principal and interest in respect of Except as otherwise provided herein (including Section 2.27), each borrowing by the Loans (except as expressly provided in Section 2.14, Section 2.15, Section 2.16, Section 2.17 and ARTICLE 11) and all payments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit Borrower from the Lenders hereunder shall be made pro rata among according to the applicable Lenders in accordance with their respective applicable Commitments Term Percentages of the relevant Lenders. (b) Except as otherwise provided that in herein (including Sections 2.13(c), 2.14 and 2.27), each payment (including each prepayment) by the case Borrower on account of principal or interest on the Term Loans or in the event that such Commitments shall have expired or been terminated, such pro rata allocation shall be based on the respective principal amounts of the outstanding Loans or participations in Letters of Credit). All payments of Commitment Fees shall be made pro rata among according to the Lenders in accordance with their Commitments. respective outstanding principal amounts of the Term Loans then held by the Lenders. (c) All payments by the Borrowers Borrower hereunder and under the Notes shall be (i) except as otherwise provided in Section 2.19, net of any tax applicable to the Borrowers and (ii) made in Dollars or Canadian Dollars (as applicable) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, funds at the office Funding Office of the Applicable Administrative Agent by 12:00 Noon2:00 P.M., New York City time, on the date on which such payment shall be due, provided that if any payment hereunder would become due and payable on a day other than a Business Day such payment shall become due and payable on 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. Interest in respect of any Term Loan hereunder shall accrue from and including the date of such Term Loan to but excluding the date on which such Term Loan is paid in full or converted to a Loan of a different Typefull. (bd) Unless the Applicable Administrative Agent shall have received notice from the applicable Borrower been notified in writing by any Lender prior to the date on which any payment is due to the Applicable Agent for the account of the Lenders or a Fronting Bank hereunder Borrowing that the Borrower such Lender will not make the amount that would constitute its share of such paymentborrowing available to the Administrative Agent, the Applicable Administrative Agent may assume that such Lender is making such amount available to the Borrower has made such payment on such date in accordance herewith Administrative Agent and the Administrative Agent may, in reliance upon such assumption, distribute make available to the Lenders or Borrower a Fronting Bank, as the case may be, the corresponding amount. If such amount due. In such event, if the Borrower has is not in fact made such payment, then each of the Lenders or a Fronting Bank, as the case may be, severally agrees to repay available to the Applicable Administrative Agent forthwith by the required time on demand the amount so distributed to Borrowing Date therefor, such Lender or Fronting Bank shall pay to the Administrative Agent on demand, such amount with interest thereon, for each day from and including the date such amount is distributed at a rate equal to it to but excluding the date of payment to the Applicable Agent, at the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Applicable 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 Base Rate Loans under this Agreement, on demand, from the Borrower, such recovery to be without prejudice to the rights of the Borrower against any such Lender. (ce) If any Lender Unless the Administrative Agent shall fail have been notified in writing by the Borrower prior to make the date of any payment required due to be made by it pursuant the Borrower hereunder that the Borrower will not make such payment to Section 2.4(e) or 2.4(g)the Administrative Agent, Section 2.7(b)the Administrative Agent may assume that the Borrower is making such payment, 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then and the Applicable Administrative Agent may, but shall not be required to, in its discretion reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three (notwithstanding 3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. (f) Notwithstanding anything to the contrary provision hereofcontained in this Section 2.17 or elsewhere in this Agreement, the Borrower may extend the final maturity of Term Loans in connection with an Extension that is permitted under Section 2.27 without being obligated to effect such extensions on a pro rata basis among the Lenders. Furthermore, the Borrower may take all actions contemplated by Section 2.27 in connection with any Extension (including modifying pricing and repayments or prepayments), apply and in each case such actions shall be permitted, and the differing payments contemplated therein shall be permitted without giving rise to any amounts thereafter received by the Applicable Agent for the account violation of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paidthis Section 2.17 or any other provision of this Agreement.

Pro Rata Treatment, etc. (aExcept as required under Section 2.10(d) All payments and repayments or 2.13, each Committed Borrowing, each payment or prepayment of principal and of any Committed Borrowing, each payment of interest in respect on the Committed Loans, each payment of the Loans (except as expressly provided in Section 2.14Facility Fees, Section 2.1538 each reduction of the Commitments and each refinancing of any Borrowing with a Committed Borrowing of any Type, Section 2.16, Section 2.17 and ARTICLE 11) and all payments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit shall be made pro rata among the applicable Lenders Banks in accordance with their respective applicable Commitments (provided that in the case of Term Loans or in the event that or, if such Commitments shall have expired or been terminated, such pro rata allocation shall be based on in accordance with the respective principal amounts of the their outstanding Loans or participations in Letters of CreditCommitted Loans). All payments Each payment of Commitment Fees principal of any Competitive Borrowing shall be made allocated pro rata among the Lenders Banks participating in such Borrowing in accordance with the respective principal amounts of their Commitmentsoutstanding Competitive Loans comprising such Borrowing. All payments by the Borrowers hereunder Each payment of interest on any Competitive Borrowing shall be (i) except as otherwise provided allocated pro rata among the Banks participating in Section 2.19, net of any tax applicable to the Borrowers and (ii) made in Dollars or Canadian Dollars (as applicable) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, at the office of the Applicable Agent by 12:00 Noon, New York City time, on the date on which such payment shall be due. Interest in respect of any Loan hereunder shall accrue from and including the date of such Loan to but excluding the date on which such Loan is paid in full or converted to a Loan of a different Type. (b) Unless the Applicable Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Applicable Agent for the account of the Lenders or a Fronting Bank hereunder that the Borrower will not make such payment, the Applicable Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or a Fronting Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or a Fronting Bank, as the case may be, severally agrees to repay to the Applicable Agent forthwith on demand the amount so distributed to such Lender or Fronting 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 Applicable Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Applicable Agent Borrowing in accordance with banking industry rules the respective amounts of accrued and unpaid interest on interbank compensation. their outstanding Competitive Loans comprising such Borrowing. For purposes of determining the available Commitments of the Banks at any time (cbut not for purposes of Section 2.6(a)), each outstanding Competitive Borrowing shall be deemed to have utilized the Commitments of the Banks (including those Banks which shall not have made Loans as part of such Competitive Borrowing) If pro rata in accordance with such respective Commitments. Each Bank agrees that in computing such Bank's portion of any Lender shall fail to make any payment required Borrowing to be made by it pursuant to Section 2.4(e) or 2.4(g)hereunder, Section 2.7(b), 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then the Applicable Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof)discretion, apply any amounts thereafter received by the Applicable Agent for the account round each Bank's percentage of such Lender Borrowing to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paidthe next higher or lower whole dollar amount.

Pro Rata Treatment, etc. (a) All payments and repayments of principal and interest in respect of Except as otherwise provided herein (including Section 2.27), each Borrowing by the Loans (except as expressly provided in Section 2.14, Section 2.15, Section 2.16, Section 2.17 and ARTICLE 11) and all payments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit Borrower from the Lenders hereunder shall be made pro rata among according to the Term B Percentages or applicable Lenders in accordance with their respective applicable Commitments Incremental Term Percentages, as applicable, of the relevant Lenders. (b) Except as otherwise provided that in herein (including Sections 2.14, 2.27, 2.28 and 9.6(f)), each payment (including each prepayment) by the case Borrower on account of principal or interest on each tranche of Term Loans or in the event that such Commitments shall have expired or been terminated, such pro rata allocation shall be based on the respective principal amounts of the outstanding Loans or participations in Letters of Credit). All payments of Commitment Fees shall be made pro rata among according to the Lenders in accordance with their Commitments. respective outstanding principal amounts of the Term B Loans or any series of Incremental Term Loans, as applicable, then held by the applicable Lenders. (c) All payments by the Borrowers Borrower hereunder and under any Notes shall be (i) except as otherwise provided in Section 2.19, net of any tax applicable to the Borrowers and (ii) made in Dollars or Canadian Dollars (as applicable) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, funds at the office Funding Office of the Applicable Administrative Agent by 12:00 Noon2:00 P.M., New York City time, on the date on which such payment shall be due, provided that if any payment hereunder would become due and payable on a day other than a Business Day such payment shall become due and payable on 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. Interest in respect of any Term Loan hereunder shall accrue from and including the date of such Term Loan to but excluding the date on which such Term Loan is paid in full or converted to a Loan of a different Typefull. (bd) Unless the Applicable Administrative Agent shall have received notice from the applicable Borrower been notified in writing by any Lender prior to the date on which any payment is due to the Applicable Agent for the account of the Lenders or a Fronting Bank hereunder Borrowing that the Borrower such Lender will not make the amount that would constitute its share of such paymentBorrowing available to the Administrative Agent, the Applicable Administrative Agent may assume that such Lender is making such amount available to the Borrower has made such payment on such date in accordance herewith Administrative Agent and the Administrative Agent may, in reliance upon such assumption, distribute make available to the Lenders or Borrower a Fronting Bank, as the case may be, the corresponding amount. If such amount due. In such event, if the Borrower has is not in fact made such payment, then each of the Lenders or a Fronting Bank, as the case may be, severally agrees to repay available to the Applicable Administrative Agent forthwith by the required time on demand the amount so distributed to Borrowing Date therefor, such Lender or Fronting Bank shall pay to the Administrative Agent on demand, such amount with interest thereon, for each day from and including the date such amount is distributed at a rate equal to it to but excluding the date of payment to the Applicable Agent, at the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Applicable 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 Base Rate Loans under this Agreement, on demand, from the Borrower, such recovery to be without prejudice to the rights of the Borrower against any such Lender. (ce) If any Lender Unless the Administrative Agent shall fail have been notified in writing by the Borrower prior to make the date of any payment required due to be made by it pursuant the Borrower hereunder that the Borrower will not make such payment to Section 2.4(e) or 2.4(g)the Administrative Agent, Section 2.7(b)the Administrative Agent may assume that the Borrower is making such payment, 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then and the Applicable Administrative Agent may, but shall not be required to, in its discretion reliance upon such assumption, make available to the applicable Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three (notwithstanding 3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. (f) Notwithstanding anything to the contrary provision hereofcontained in this Section 2.17 or elsewhere in this Agreement, the Borrower may extend the final maturity of any tranche of Term Loans in connection with an Extension that is permitted under Section 2.27 without being obligated to effect such extensions on a pro rata basis among the relevant Lenders. Furthermore, the Borrower may take all actions contemplated by Section 2.27 in connection with any Extension (including modifying pricing and repayments or prepayments), apply and in each case such actions shall be permitted, and the differing payments contemplated therein shall be permitted without giving rise to any amounts thereafter received by the Applicable Agent for the account violation of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paidthis Section 2.17 or any other provision of this Agreement.

Pro Rata Treatment, etc. (a) All payments Except as otherwise provided herein (including Sections 2.1, 2.12, 2.13, 2.25 and repayments 2.27), each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of principal any commitment fee and interest in respect any reduction of the Loans (except as expressly provided in Section 2.14, Section 2.15, Section 2.16, Section 2.17 and ARTICLE 11) and all payments Revolving Commitments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit the Lenders shall be made pro rata among according to the applicable Lenders in accordance with their respective applicable Commitments Class Revolving Commitment Percentages of the relevant Lenders. (provided that in b) Each payment (including each prepayment) by the case Borrower on account of Term Loans principal or in the event that such Commitments shall have expired or been terminated, such pro rata allocation shall be based interest on the respective principal amounts of the outstanding Revolving Loans or participations in Letters of Credit). All payments of Commitment Fees shall be made pro rata among according to the Lenders respective outstanding principal amounts of the Revolving Loans then held by the Lenders; provided that (x) Incremental Revolving Loans and Extended Revolving Commitments (and outstanding extensions of credit pursuant thereto) may have higher pricing applicable thereto as provided in accordance with their Commitments. Section 2.25 or 2.27, as applicable, and (y) payments may be applied to the respective tranches of Revolving Loan Commitments (and related outstanding extensions of credit) as contemplated by Section 2.25 or 2.27, as applicable. (c) All payments by the Borrowers Borrower hereunder and under the Notes shall be (i) except as otherwise provided in Section 2.19, net of any tax applicable to the Borrowers and (ii) made in Dollars or Canadian Dollars (as applicable) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, funds at the office Funding Office of the Applicable Administrative Agent by 12:00 Noon2:00 P.M., New York City time, on the date on which such payment shall be due, provided that if any payment hereunder would become due and payable on a day other than a Business Day such payment shall become due and payable on 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. Interest in respect of any Loan hereunder shall accrue from and including the date of such Loan to but excluding the date on which such Loan is paid in full or converted to a Loan of a different Typefull. (bd) Unless the Applicable Administrative Agent shall have received notice from the applicable Borrower been notified in writing by any Lender prior to the date on which any payment is due to the Applicable Agent for the account of the Lenders or a Fronting Bank hereunder Borrowing that the Borrower such Lender will not make the amount that would constitute its share of such paymentborrowing available to the Administrative Agent, the Applicable Administrative Agent may assume that such Lender is making such amount available to the Borrower has made such payment on such date in accordance herewith Administrative Agent and the Administrative Agent may, in reliance upon such assumption, distribute make available to the Lenders or Borrower a Fronting Bank, as the case may be, the corresponding amount. If such amount due. In such event, if the Borrower has is not in fact made such payment, then each of the Lenders or a Fronting Bank, as the case may be, severally agrees to repay available to the Applicable Administrative Agent forthwith by the required time on demand the amount so distributed to Borrowing Date therefor, such Lender or Fronting Bank shall pay to the Administrative Agent on demand, such amount with interest thereon, for each day from and including the date such amount is distributed at a rate equal to it to but excluding the date of payment to the Applicable Agent, at the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Applicable 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 Base Rate Loans under the Revolving Facilities, on demand, from the Borrower, such recovery to be without prejudice to the rights of the Borrower against any such Lender. (ce) If any Lender Unless the Administrative Agent shall fail have been notified in writing by the Borrower prior to make the date of any payment required due to be made by it pursuant the Borrower hereunder that the Borrower will not make such payment to Section 2.4(e) or 2.4(g)the Administrative Agent, Section 2.7(b)the Administrative Agent may assume that the Borrower is making such payment, 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then and the Applicable Administrative Agent may, but shall not be required to, in its discretion reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three (notwithstanding 3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. (f) Notwithstanding anything to the contrary provision hereofcontained in this Section 2.17 or elsewhere in this Agreement, the Borrower may extend the final maturity of Revolving Commitments of any tranche in connection with an Extension that is permitted under Section 2.27 without being obligated to effect such extensions on a pro rata basis among the Lenders. Furthermore, the Borrower may take all actions contemplated by Section 2.27 in connection with any Extension (including modifying pricing and repayments or prepayments), apply and in each case such actions shall be permitted, and the differing payments contemplated therein shall be permitted without giving rise to any amounts thereafter received by the Applicable Agent for the account violation of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paidthis Section 2.17 or any other provision of this Agreement.

Pro Rata Treatment, etc. (a) All payments and repayments prepayments of principal and interest in respect of the Loans (except as expressly provided in Section 2.142.17), Section 2.15, Section 2.16, Section 2.17 and ARTICLE 11) all payments of Commitment Fees and all payments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit shall be made pro rata among the applicable Lenders in accordance with their respective applicable Commitments (provided that in the case of Term Loans or in the event that such Commitments shall have expired or been terminated, such pro rata allocation shall be based on the respective principal amounts of the outstanding Loans or participations in Letters of Credit). All payments of Commitment Fees shall be made pro rata among the Lenders in accordance with their Commitments. respective Commitment Percentages. (b) All payments by the Borrowers Borrower hereunder and under the Notes shall be (i) except as otherwise provided in Section 2.19, net of any tax applicable to the Borrowers and (ii) made in Dollars or Canadian Dollars (as applicable) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, funds at the office of the Applicable Agent Funding Office by 12:00 Noon1:00 P.M., New York City time, on the date on which such payment shall be due, provided that if any payment hereunder would become due and payable on a day other than a Business Day such payment shall become due and payable on 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. Interest in respect of any Loan hereunder shall accrue from and including the date of such Loan to but excluding the date on which such Loan is paid in full or converted to a Loan of a different Typefull. (bc) Unless the Applicable Administrative Agent shall have received notice been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the Federal Funds Effective Rate, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this 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 Base Rate Loans, on demand, from the applicable Borrower, such recovery to be without prejudice to the rights of the Borrower against any such Lender. (d) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date on which of any payment is due to be made by the Applicable Agent for the account of the Lenders or a Fronting Bank Borrower hereunder that the Borrower will not make such paymentpayment to the Administrative Agent, the Applicable Administrative Agent may assume that the Borrower has made is making such payment on such date in accordance herewith payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, distribute make available to the Lenders or their respective pro rata shares of a Fronting Bank, as corresponding amount. If such payment is not made to the case may beAdministrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount due. In such event, if the Borrower has not in fact which was made such payment, then each of the Lenders or a Fronting Bank, as the case may be, severally agrees to repay available pursuant to the Applicable Agent forthwith on demand the preceding sentence, such amount so distributed to such Lender or Fronting Bank with interest thereon, for each day from and including thereon at the date such amount is distributed to it to but excluding the date of payment rate per annum equal to the Applicable Agent, at the greater of the daily average Federal Funds Effective Rate and a rate determined by Rate. Nothing herein shall be deemed to limit the Applicable rights of the Administrative Agent in accordance with banking industry rules on interbank compensation. (c) If or any Lender shall fail to make any payment required to be made by it pursuant to Section 2.4(e) or 2.4(g), Section 2.7(b), 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then against the Applicable Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Applicable Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paidBorrower.

Pro Rata Treatment, etc. On the Increase Effective Date, (ai) All payments and repayments of principal and interest in respect of the Loans any Lender increasing (except as expressly provided in Section 2.14or, Section 2.15, Section 2.16, Section 2.17 and ARTICLE 11) and all payments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit shall be made pro rata among the applicable Lenders in accordance with their respective applicable Commitments (provided that in the case of Term Loans any newly added Lender, extending) its Revolving Credit Commitment shall make available to Administrative Agent such amounts in immediately available funds as Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or in addition and the event that use of such Commitments shall have expired or been terminatedamounts to make payments to such other Lenders, such pro rata allocation shall be based on the respective principal amounts each Lender’s portion of the outstanding Revolving Credit Loans or participations in Letters of Credit). All payments all the Lenders to equal its revised Applicable Percentage of Commitment Fees such outstanding Revolving Credit Loans, and Administrative Agent shall be made pro rata make such other adjustments among the Lenders in accordance with their Commitments. All payments by respect to the Borrowers hereunder Revolving Credit Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be (i) except as otherwise provided necessary, in Section 2.19the opinion of Administrative Agent, net of any tax applicable in order to the Borrowers effect such reallocation and (ii) made in Dollars the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase (or Canadian Dollars (as applicableaddition) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, at the office Revolving Credit Commitments (with such reborrowing to consist of the Applicable Agent Types of Revolving Credit Loans, specified in a notice delivered by 12:00 Noonthe Borrower, New York City time, in accordance with the requirements of Section 2.1(b)). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the date on which such payment shall be due. Interest amount prepaid and, in respect of any Loan hereunder each Monthly SOFR Rate Loan, shall accrue from and including be subject to the provisions of Section 3.5 if the deemed payment occurs other than on the last day of the related Interest Periods]. Within a reasonable time after the effective date of any increase or addition, Administrative Agent shall, and is hereby authorized and directed to, revise Schedule 2.1 to reflect such Loan increase or addition and shall distribute such revised Schedule 2.1 to but excluding the date on which such Loan is paid in full or converted to a Loan of a different Type. (b) Unless the Applicable Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Applicable Agent for the account of the Lenders or a Fronting Bank hereunder that the Borrower will not make such payment, the Applicable Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or a Fronting Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or a Fronting Bankand the Borrower, as whereupon such revised Schedule 2.1 shall replace the case may be, severally agrees to repay to the Applicable Agent forthwith on demand the amount so distributed to such Lender or Fronting Bank with interest thereon, for each day from old Schedule 2.1 and including the date such amount is distributed to it to but excluding the date become part of payment to the Applicable Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Applicable Agent in accordance with banking industry rules on interbank compensationthis Agreement. (c) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.4(e) or 2.4(g), Section 2.7(b), 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then the Applicable Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Applicable Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Pro Rata Treatment, etc. (a) All Each borrowing by the Borrower from the Lenders hereunder, all payments and repayments prepayments of principal and interest in respect of the Loans (except as expressly provided in Section 2.14, Section 2.15, Section 2.16, Section 2.17 and ARTICLE 112.12) and all payments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit shall be made pro rata among the applicable Lenders in accordance with their respective applicable Commitments (provided that in the case of Term Loans or in the event that such Commitments shall have expired or been terminated, such pro rata allocation shall be based on the respective principal amounts of the outstanding Loans or participations in Letters of Credit). All payments of Commitment Fees shall be made pro rata among the Lenders in accordance with their Commitments. respective Revolving Credit Commitment Percentages or Term Loan Percentages, as the case may be, of the relevant Lenders. (b) All payments by the Borrowers Borrower hereunder and under the Notes shall be (i) except as otherwise provided in Section 2.19, net of any tax applicable to the Borrowers and (ii) made in Dollars or Canadian Dollars (as applicable) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, funds at the office of the Applicable Agent Funding Office by 12:00 Noon2:00 P.M., New York City time, on the date on which such payment shall be due, provided that if any payment hereunder would become due and payable on a day other than a Business Day such payment shall become due and payable on 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. Interest in respect of any Loan hereunder shall accrue from and including the date of such Loan to but excluding the date on which such Loan is paid in full or converted to a Loan of a different Typefull. (bc) Unless the Applicable Administrative Agent shall have received notice been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the Federal Funds Effective Rate, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this 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 Base Rate Loans, on demand, from the applicable Borrower, such recovery to be without prejudice to the rights of the Borrower against any such Lender. (d) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date on which of any payment is due to be made by the Applicable Agent for the account of the Lenders or a Fronting Bank Borrower hereunder that the Borrower will not make such paymentpayment to the Administrative Agent, the Applicable Administrative Agent may assume that the Borrower has made is making such payment on such date in accordance herewith payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, distribute make available to the Lenders or their respective pro rata shares of a Fronting Bank, as corresponding amount. If such payment is not made to the case may beAdministrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount due. In such event, if the Borrower has not in fact which was made such payment, then each of the Lenders or a Fronting Bank, as the case may be, severally agrees to repay available pursuant to the Applicable Agent forthwith on demand the preceding sentence, such amount so distributed to such Lender or Fronting Bank with interest thereon, for each day from and including thereon at the date such amount is distributed to it to but excluding the date of payment rate per annum equal to the Applicable Agent, at the greater of the daily average Federal Funds Effective Rate and a rate determined by Rate. Nothing herein shall be deemed to limit the Applicable rights of the Administrative Agent in accordance with banking industry rules on interbank compensation. (c) If or any Lender shall fail to make any payment required to be made by it pursuant to Section 2.4(e) or 2.4(g), Section 2.7(b), 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then against the Applicable Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Applicable Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paidBorrower.

Pro Rata Treatment, etc. (a) All payments Except as otherwise provided herein (including Sections 2.1, 2.12, 2.13, 2.25 and repayments 2.27), each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of principal any commitment fee and interest in respect any reduction of the Loans (except as expressly provided in Section 2.14, Section 2.15, Section 2.16, Section 2.17 and ARTICLE 11) and all payments Revolving Commitments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit the Lenders shall be made pro rata among according to the applicable Lenders in accordance with their respective applicable Commitments Revolving Commitment Percentages of the relevant Lenders. (provided that in b) Each payment (including each prepayment) by the case Borrower on account of Term Loans principal or in the event that such Commitments shall have expired or been terminated, such pro rata allocation shall be based interest on the respective principal amounts of the outstanding Revolving Loans or participations in Letters of Credit). All payments of Commitment Fees shall be made pro rata among according to the Lenders respective outstanding principal amounts of the Revolving Loans then held by the Lenders; provided that (x) Incremental Revolving Loans and Extended Revolving Commitments (and outstanding extensions of credit pursuant thereto) may have higher pricing applicable thereto as provided in accordance with their Commitments. Section 2.25 or 2.27, as applicable, and (y) payments may be applied to the respective tranches of Revolving Loan Commitments (and related outstanding extensions of credit) as contemplated by Section 2.25 or 2.27, as applicable. (c) All payments by the Borrowers Borrower hereunder and under the Notes shall be (i) except as otherwise provided in Section 2.19, net of any tax applicable to the Borrowers and (ii) made in Dollars or Canadian Dollars (as applicable) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, funds at the office Funding Office of the Applicable Administrative Agent by 12:00 Noon2:00 P.M., New York City time, on the date on which such payment shall be due, provided that if any payment hereunder would become due and payable on a day other than a Business Day such payment shall become due and payable on 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. Interest in respect of any Loan hereunder shall accrue from and including the date of such Loan to but excluding the date on which such Loan is paid in full or converted to a Loan of a different Typefull. (bd) Unless the Applicable Administrative Agent shall have received notice from the applicable Borrower been notified in writing by any Lender prior to the date on which any payment is due to the Applicable Agent for the account of the Lenders or a Fronting Bank hereunder Borrowing that the Borrower such Lender will not make the amount that would constitute its share of such paymentborrowing available to the Administrative Agent, the Applicable Administrative Agent may assume that such Lender is making such amount available to the Borrower has made such payment on such date in accordance herewith Administrative Agent and the Administrative Agent may, in reliance upon such assumption, distribute make available to the Lenders or Borrower a Fronting Bank, as the case may be, the corresponding amount. If such amount due. In such event, if the Borrower has is not in fact made such payment, then each of the Lenders or a Fronting Bank, as the case may be, severally agrees to repay available to the Applicable Administrative Agent forthwith by the required time on demand the amount so distributed to Borrowing Date therefor, such Lender or Fronting Bank shall pay to the Administrative Agent on demand, such amount with interest thereon, for each day from and including the date such amount is distributed at a rate equal to it to but excluding the date of payment to the Applicable Agent, at the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Applicable 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 Base Rate Loans under the Revolving Facilities, on demand, from the Borrower, such recovery to be without prejudice to the rights of the Borrower against any such Lender. (ce) If any Lender Unless the Administrative Agent shall fail have been notified in writing by the Borrower prior to make the date of any payment required due to be made by it pursuant the Borrower hereunder that the Borrower will not make such payment to Section 2.4(e) or 2.4(g)the Administrative Agent, Section 2.7(b)the Administrative Agent may assume that the Borrower is making such payment, 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then and the Applicable Administrative Agent may, but shall not be required to, in its discretion reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three (notwithstanding 3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. (f) Notwithstanding anything to the contrary provision hereofcontained in this Section 2.17 or elsewhere in this Agreement, the Borrower may extend the final maturity of Revolving Commitments of any tranche in connection with an Extension that is permitted under Section 2.27 without being obligated to effect such extensions on a pro rata basis among the Lenders. Furthermore, the Borrower may take all actions contemplated by Section 2.27 in connection with any Extension (including modifying pricing and repayments or prepayments), apply and in each case such actions shall be permitted, and the differing payments contemplated therein shall be permitted without giving rise to any amounts thereafter received by the Applicable Agent for the account violation of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paidthis Section 2.17 or any other provision of this Agreement.

Pro Rata Treatment, etc. (a) All payments Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment or ticking fee and repayments of principal and interest in respect any reduction of the Loans (except as expressly provided in Section 2.14, Section 2.15, Section 2.16, Section 2.17 and ARTICLE 11) and all payments Commitments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit the Lenders shall be made pro rata among according to the applicable Lenders in accordance with their respective applicable Commitments (provided that in First Priority Term Percentages, Second Priority Term Percentages or Revolving Commitment Percentages, as the case may be, of the relevant Lenders. (b) Each payment (including each prepayment) by the Borrower on account of principal and interest on (x) the First Priority Term Loans or in the event that such Commitments shall have expired or been terminated, such pro rata allocation shall be based on the respective principal amounts of the outstanding Loans or participations in Letters of Credit). All payments of Commitment Fees shall be made pro rata among according to the Lenders in accordance with their Commitments. All payments respective outstanding principal amount of the First Priority Term Loans then held by the Borrowers hereunder shall be First Priority Term Lenders (i) except as otherwise provided in Section 2.19, net of any tax applicable 2.17(e)) and (y) the Second Priority Term Loans shall be made pro rata according to the Borrowers respective outstanding principal amount of the Second Priority Term Loans then held by the Second Priority Term Lenders (except as otherwise provided in Section 2.17(e)). The amount of each principal prepayment of the First Priority Term Loans shall be applied to reduce the then remaining installments of First Priority Term Loans in reverse order of maturity. The amount of each principal prepayment of the Second Priority Term Loans shall be applied to reduce the outstanding amount of Second Priority Term Loans pro rata based upon the respective then remaining principal amounts thereof. (c) Each payment (including each prepayment) by the Borrower on account of principal or 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 by the Borrower hereunder and (ii) under the Notes shall be made in Dollars or Canadian Dollars (as applicable) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, funds at the office Funding Office of the Applicable applicable Administrative Agent or, in the case of the Revolving Loans, the Sub-Agent by 12:00 Noon2:00 P.M., New York City time, on the date on which such payment shall be due, provided that if any payment hereunder would become due and payable on a day other than a Business Day such payment shall become due and payable on 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. Interest in respect of any Loan hereunder shall accrue from and including the date of such Loan to but excluding the date on which such Loan is paid in full or converted to a Loan of a different Typefull. (be) Unless the Applicable applicable Administrative Agent or, in the case of the Revolving Loans, the Sub-Agent shall have received notice from the applicable Borrower been notified in writing by any Lender prior to the date on which any payment is due to the Applicable Agent for the account of the Lenders or a Fronting Bank hereunder Borrowing that the Borrower such Lender will not make the amount that would constitute its share of such paymentborrowing available to such Administrative Agent or, in the case of the Revolving Loans, the Applicable Sub-Agent, such Administrative Agent or the Sub-Agent, as applicable, may assume that such Lender is making such amount available to such Administrative Agent or the Borrower has made Sub-Agent, as applicable, and such payment on such date in accordance herewith and Administrative Agent or the Sub-Agent, as applicable, may, in reliance upon such assumption, distribute make available to the Lenders Borrower a corresponding amount. If such amount is not made available the applicable Administrative Agent or a Fronting Bankthe Sub-Agent, as applicable, by the case may berequired time on the Borrowing Date therefor, such Lender shall pay to such Administrative Agent or the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or a Fronting BankSub-Agent, as the case may beapplicable, severally agrees to repay to the Applicable Agent forthwith on demand the demand, such amount so distributed to such Lender or Fronting Bank with interest thereon, for each day from and including the date such amount is distributed at a rate equal to it to but excluding the date of payment to the Applicable Agent, at the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by such Administrative Agent or the Applicable Agent Sub-Agent, as applicable, in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to such Administrative Agent or the Sub-Agent, as applicable. A certificate of the applicable Administrative Agent or the Sub-Agent, as applicable, 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 applicable Administrative Agent or the Sub-Agent, as applicable, by such Lender within three (3) Business Days after such Borrowing Date, such Administrative Agent or the Sub-Agent, as applicable, shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans under the relevant Facility, on demand, from the Borrower, such recovery to be without prejudice to the rights of the Borrower against any such Lender. (cf) If any Lender Unless the applicable Administrative Agent or, in the case of the Revolving Loans, the Sub-Agent shall fail have been notified in writing by the Borrower prior to make the date of any payment required due to be made by it the Borrower hereunder that the Borrower will not make such payment to such Administrative Agent or the Sub-Agent, as applicable, such Administrative Agent or the Sub-Agent, as applicable, may assume that the Borrower is making such payment, and such Administrative Agent, or the Sub-Agent, as applicable, 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 such Administrative Agent or the Sub-Agent, as applicable, by the Borrower within three (3) Business Days after such due date, such Administrative Agent or the Sub-Agent, as applicable, shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to Section 2.4(e) 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 either Administrative Agent, the Sub-Agent or 2.4(g), Section 2.7(b), 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then any Lender against the Applicable Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Applicable Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paidBorrower.

Pro Rata Treatment, etc. (a) All Each borrowing by the Borrower from the Lenders hereunder, all payments and repayments prepayments of principal and interest in respect of the Loans (except as expressly provided in Section 2.14, Section 2.15, Section 2.16, Section 2.17 and ARTICLE 11) and all payments of Letter of Credit Fees (other than those payable to a Fronting Bankunless otherwise specified) for Letters of Credit shall be made pro rata among the applicable Lenders in accordance with their respective applicable Commitments (provided that in the case of Term Loans or in the event that such Commitments shall have expired or been terminated, such pro rata allocation shall be based on the respective principal amounts of the outstanding Loans or participations in Letters of Credit). All payments of Commitment Fees shall be made pro rata among the Lenders in accordance with their Commitments. respective Term Loan Percentages. (b) All payments (including prepayments) by the Borrowers Borrower hereunder and under the Notes (whether on account of principal, interest, fees or otherwise) shall be (i) except as otherwise provided in Section 2.19, net of any tax applicable to the Borrowers and (ii) made without set off or counterclaim in Dollars or Canadian Dollars (as applicable) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, funds at the office of the Applicable Agent Funding Office by 12:00 Noon2:00 P.M., New York City time, on the date on which such payment shall be due. Interest in , provided that if any payment hereunder would become due and payable on a day other than a Business Day such payment shall become due and payable on the next succeeding Business Day and, with respect to payments of any Loan hereunder principal, interest thereon shall accrue from and including be payable at the date of then applicable rate during such Loan to but excluding the date on which such Loan is paid in full or converted to a Loan of a different Typeextension. (bc) Unless the Applicable Administrative Agent shall have received notice from been notified in writing by the applicable Borrower prior to the date on which of any payment is due to be made by the Applicable Agent for the account of the Lenders or a Fronting Bank Borrower hereunder that the Borrower will not make such paymentpayment to the Administrative Agent, the Applicable Administrative Agent may assume that the Borrower has made is making such payment on such date in accordance herewith payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, distribute make available to the Lenders or their respective pro rata shares of a Fronting Bank, as corresponding amount. If such payment is not made to the case may beAdministrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount due. In such event, if the Borrower has not in fact which was made such payment, then each of the Lenders or a Fronting Bank, as the case may be, severally agrees to repay available pursuant to the Applicable Agent forthwith on demand the preceding sentence, such amount so distributed to such Lender or Fronting Bank with interest thereon, for each day from and including thereon at the date such amount is distributed to it to but excluding the date of payment rate per annum equal to the Applicable Agent, at the greater of the daily average Federal Funds Effective Rate and a rate determined by Rate. Nothing herein shall be deemed to limit the Applicable rights of the Administrative Agent in accordance with banking industry rules on interbank compensation. (c) If or any Lender shall fail to make any payment required to be made by it pursuant to Section 2.4(e) or 2.4(g), Section 2.7(b), 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then against the Applicable Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Applicable Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paidBorrower.

Pro Rata Treatment, etc. (a) All payments and repayments of principal and interest in respect of the Tranche A Loans or, as required or permitted under this Agreement, Tranche B Loans (except as expressly provided in Section 2.14Sections 2.15 and 2.16) shall be made pro rata among the Tranche A Banks or pro rata among the Tranche B Banks, Section 2.15as the case may be, Section 2.16in accordance with the then outstanding principal amount of the Tranche A Loans or Tranche B Loans, Section 2.17 and ARTICLE 11) as the case may be, and/or participations in Tranche A Letter of Credit Outstandings or Tranche B Letter of Credit Outstandings, as the case may be, hereunder and all payments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit shall be made pro rata among the applicable Lenders Tranche A Banks or pro rata among the Tranche B Banks, as the case may be, in accordance with their respective applicable Tranche A Commitments (provided that in or Tranche B Commitments, as the case of Term Loans or in the event that such Commitments shall have expired or been terminatedmay be, such pro rata allocation shall be based on the respective principal amounts and all payments of the outstanding Loans or participations in Letters of Credit). All payments of Commitment Fees shall be made pro rata among the Lenders Tranche A Banks in accordance with their Tranche A Commitments. All payments by the Borrowers Borrower hereunder shall be (i) except as otherwise provided in Section 2.19, net of any tax applicable to the Borrowers Borrower or Guarantor and (ii) made in Dollars or Canadian Dollars (as applicable) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, funds at the office of the Applicable Agent by 12:00 Noonnoon, New York City time, on the date on which such payment shall be due. Interest in respect of any Loan hereunder shall accrue from and including the date of such Loan to but excluding the date on which such Loan is paid in full or converted to a Loan of a different Type. (b) Unless the Applicable Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Applicable Agent for the account of the Lenders or a Fronting Bank hereunder that the Borrower will not make such payment, the Applicable Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or a Fronting Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or a Fronting Bank, as the case may be, severally agrees to repay to the Applicable Agent forthwith on demand the amount so distributed to such Lender or Fronting 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 Applicable Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Applicable Agent in accordance with banking industry rules on interbank compensation. (c) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.4(e) or 2.4(g), Section 2.7(b), 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then the Applicable Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Applicable Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Pro Rata Treatment, etc. Except as required under Section 2.10(d) or 2.13, (ai) All payments and repayments each Committed Borrowing, each payment or prepayment of principal and of any Committed Borrowing, each payment of interest in respect on the Revolving Loans, each payment of the Loans (except as expressly provided in Section 2.14Facility Fees, Section 2.15each reduction of the Revolving Commitments and each refinancing of any Borrowing with a Committed Borrowing of any Type, Section 2.16, Section 2.17 and ARTICLE 11) and all payments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit shall be made pro rata among the applicable Revolving Lenders in accordance with their respective applicable Revolving Commitments (provided that in the case of Term Loans or in the event that or, if such Revolving Commitments shall have expired or been terminated, such pro rata allocation shall be based on in accordance with the respective principal amounts of their outstanding Revolving Loans) and (ii) each Term Borrowing, each payment or prepayment of principal on the outstanding Loans or participations in Letters Term Loan and each refinancing of Credit). All payments of Commitment Fees a Term Borrowing shall be made pro rata among the Term Lenders in accordance with their Commitments. All payments by respective Term Loan Commitments (and, after the Borrowers hereunder shall be (i) except as otherwise provided in Section 2.19, net of any tax applicable to the Borrowers and (ii) made in Dollars or Canadian Dollars (as applicable) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, at the office making of the Applicable Agent by 12:00 NoonTerm Loan, New York City time, on the date on which such payment shall be due. Interest in respect of any Loan hereunder shall accrue from and including the date of such Loan to but excluding the date on which such Loan is paid in full or converted to a Loan of a different Type. (b) Unless the Applicable Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Applicable Agent for the account of the Lenders or a Fronting Bank hereunder that the Borrower will not make such payment, the Applicable Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or a Fronting Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or a Fronting Bank, as the case may be, severally agrees to repay to the Applicable Agent forthwith on demand the amount so distributed to such Lender or Fronting 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 Applicable Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Applicable Agent in accordance with banking industry rules the principal amount of their outstanding Term Loan). Each payment of principal of any Competitive Borrowing shall be allocated pro rata among the Revolving Lenders participating in such Borrowing in accordance with the respective principal amounts of their outstanding Competitive Loans comprising such Borrowing. Each payment of interest on interbank compensation. any Competitive Borrowing shall be allocated pro rata among the Revolving Lenders participating in such Borrowing in accordance with the respective amounts of accrued and unpaid interest on their outstanding Competitive Loans comprising such Borrowing. For purposes of determining the available Revolving Commitments of the Revolving Lenders at any time (cbut not for purposes of Section 2.06(a)), each outstanding Competitive Borrowing shall be deemed to have utilized the Revolving Commitments of the Banks (including those Revolving Lenders which shall not have made Revolving Loans as part of such Competitive Borrowing) If pro rata in accordance with such respective Revolving Commitments. Each Bank agrees that in computing such Bank's portion of any Lender shall fail to make any payment required Borrowing to be made by it pursuant to Section 2.4(e) or 2.4(g)hereunder, Section 2.7(b), 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then the Applicable Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof)discretion, apply any amounts thereafter received by the Applicable Agent for the account round each Bank's percentage of such Lender Borrowing to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paidthe next higher or lower whole dollar amount.

Pro Rata Treatment, etc. (a) All payments and repayments of principal and interest in respect of Except as otherwise provided herein (including Section 2.27), each Borrowing by the Loans (except as expressly provided in Section 2.14, Section 2.15, Section 2.16, Section 2.17 and ARTICLE 11) and all payments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit Borrower from the Lenders hereunder shall be made pro rata among according to the Term B-1 Percentages or, Term B-2 Percentages or applicable Lenders in accordance with their respective applicable Commitments Incremental Term Percentages, as applicable, of the relevant Lenders. (b) Except as otherwise provided that in herein (including Sections 2.14, 2.27 and 2.28), each payment (including each prepayment) by the case Borrower on account of principal or interest on each tranche of Term Loans or in the event that such Commitments shall have expired or been terminated, such pro rata allocation shall be based on the respective principal amounts of the outstanding Loans or participations in Letters of Credit). All payments of Commitment Fees shall be made pro rata among according to the Lenders in accordance with their Commitments. respective outstanding principal amounts of the Term B-1 Loans or, Term B-2 Loans or any series of Incremental Term Loans, as applicable, then held by the applicable Lenders. (c) All payments by the Borrowers Borrower hereunder and under any Notes shall be (i) except as otherwise provided in Section 2.19, net of any tax applicable to the Borrowers and (ii) made in Dollars or Canadian Dollars (as applicable) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, funds at the office Funding Office of the Applicable Administrative Agent by 12:00 Noon2:00 P.M., New York City time, on the date on which such payment shall be due, provided that if any payment hereunder would become due and payable on a day other than a Business Day such payment shall become due and payable on 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. Interest in respect of any Term Loan hereunder shall accrue from and including the date of such Term Loan to but excluding the date on which such Term Loan is paid in full or converted to a Loan of a different Typefull. (bd) Unless the Applicable Administrative Agent shall have received notice from the applicable Borrower been notified in writing by any Lender prior to the date on which any payment is due to the Applicable Agent for the account of the Lenders or a Fronting Bank hereunder Borrowing that the Borrower such Lender will not make the amount that would constitute its share of such paymentBorrowing available to the Administrative Agent, the Applicable Administrative Agent may assume that such Lender is making such amount available to the Borrower has made such payment on such date in accordance herewith Administrative Agent and the Administrative Agent may, in reliance upon such assumption, distribute make available to the Lenders or Borrower a Fronting Bank, as the case may be, the corresponding amount. If such amount due. In such event, if the Borrower has is not in fact made such payment, then each of the Lenders or a Fronting Bank, as the case may be, severally agrees to repay available to the Applicable Administrative Agent forthwith by the required time on demand the amount so distributed to Borrowing Date therefor, such Lender or Fronting Bank shall pay to the Administrative Agent on demand, such amount with interest thereon, for each day from and including the date such amount is distributed at a rate equal to it to but excluding the date of payment to the Applicable Agent, at the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Applicable 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 Base Rate Loans under this Agreement, on demand, from the Borrower, such recovery to be without prejudice to the rights of the Borrower against any such Lender. (ce) If any Lender Unless the Administrative Agent shall fail have been notified in writing by the Borrower prior to make the date of any payment required due to be made by it pursuant the Borrower hereunder that the Borrower will not make such payment to Section 2.4(e) or 2.4(g)the Administrative Agent, Section 2.7(b)the Administrative Agent may assume that the Borrower is making such payment, 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then and the Applicable Administrative Agent may, but shall not be required to, in its discretion reliance upon such assumption, make available to the applicable Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three (notwithstanding 3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. (f) Notwithstanding anything to the contrary provision hereofcontained in this Section 2.17 or elsewhere in this Agreement, the Borrower may extend the final maturity of any tranche of Term Loans in connection with an Extension that is permitted under Section 2.27 without being obligated to effect such extensions on a pro rata basis among the relevant Lenders. Furthermore, the Borrower may take all actions contemplated by Section 2.27 in connection with any Extension (including modifying pricing and repayments or prepayments), apply and in each case such actions shall be permitted, and the differing payments contemplated therein shall be permitted without giving rise to any amounts thereafter received by the Applicable Agent for the account violation of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paidthis Section 2.17 or any other provision of this Agreement.

Pro Rata Treatment, etc. (a) All payments and repayments of principal and interest in respect of Each borrowing by the Loans (except as expressly provided in Section 2.14, Section 2.15, Section 2.16, Section 2.17 and ARTICLE 11) and all payments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit Borrower from the Lenders hereunder shall be made pro rata among according to the applicable Lenders in accordance with their respective applicable Commitments Term Percentages of the relevant Lenders. (provided that in b) Each payment (including each prepayment) by the case Borrower on account of principal and interest on the Term Loans or in the event that such Commitments shall have expired or been terminated, such pro rata allocation shall be based on the respective principal amounts of the outstanding Loans or participations in Letters of Credit). All payments of Commitment Fees shall be made pro rata among according to the Lenders in accordance with their Commitmentsrespective outstanding principal amount of the Term Loans then held by the Lenders. Amounts prepaid on account of the Term Loans may not be reborrowed. (c) All payments by the Borrowers Borrower hereunder and under the Notes shall be (i) except as otherwise provided in Section 2.19, net of any tax applicable to the Borrowers and (ii) made in Dollars or Canadian Dollars (as applicable) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, funds at the office Funding Office of the Applicable Administrative Agent by 12:00 Noon2:00 P.M., New York City time, on the date on which such payment shall be due, provided that if any payment hereunder would become due and payable on a day other than a Business Day such payment shall become due and payable on 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. Interest in respect of any Term Loan hereunder shall accrue from and including the date of such Term Loan to but excluding the date on which such Term Loan is paid in full or converted to a Loan of a different Typefull. (bd) Unless the Applicable Administrative Agent shall have received notice from the applicable Borrower been notified in writing by any Lender prior to the date on which any payment is due to the Applicable Agent for the account of the Lenders or a Fronting Bank hereunder Closing Date that the Borrower such Lender will not make the amount that would constitute its share of such paymentborrowing available to the Administrative Agent on the Closing Date, the Applicable Administrative Agent may assume that such Lender is making such amount available to the Borrower has made such payment Administrative Agent on such date in accordance herewith the Closing Date, and the Administrative Agent may, in reliance upon such assumption, distribute make available to the Lenders or Borrower a Fronting Bank, as the case may be, the corresponding amount. If such amount due. In such event, if the Borrower has is not in fact made such payment, then each of the Lenders or a Fronting Bank, as the case may be, severally agrees to repay available to the Applicable Administrative Agent forthwith by the required time on demand the amount so distributed to Closing Date, such Lender or Fronting Bank shall pay to the Administrative Agent, on demand, such amount with interest thereon, for each day from and including the date such amount is distributed at a rate equal to it to but excluding the date of payment to the Applicable Agent, at the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Applicable 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 the Closing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans, on demand, from the Borrower, such recovery to be without prejudice to the rights of the Borrower against any such Lender. (ce) If any Lender Unless the Administrative Agent shall fail have been notified in writing by the Borrower prior to make the date of any payment required due to be made by it pursuant the Borrower hereunder that the Borrower will not make such payment to Section 2.4(e) or 2.4(g)the Administrative Agent, Section 2.7(b)the Administrative Agent may assume that the Borrower is making such payment, 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then and the Applicable Administrative Agent may, but shall not be required to, in its discretion (notwithstanding any contrary provision hereof)reliance upon such assumption, apply any amounts thereafter received make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Applicable Borrower within three (3) Business Days after such due date, the Administrative Agent for the account of such shall be entitled to recover, on demand, from each Lender to satisfy which any amount which was made available pursuant to the preceding sentence, such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paidamount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

Pro Rata Treatment, etc. (a) All payments Except as otherwise provided herein (including Sections 2.1, 2.12, 2.13, 2.25 and repayments 2.27), each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of principal any commitment fee and interest in respect any reduction of the Loans (except as expressly provided in Section 2.14, Section 2.15, Section 2.16, Section 2.17 and ARTICLE 11) and all payments Revolving Commitments of Letter of Credit Fees (other than those payable to a Fronting Bank) for Letters of Credit the Lenders shall be made pro rata among according to the applicable Lenders in accordance with their respective applicable Commitments Revolving Commitment Percentages of the relevant Lenders. (provided that in b) Each payment (including each prepayment) by the case Borrower on account of Term Loans principal or in the event that such Commitments shall have expired or been terminated, such pro rata allocation shall be based interest on the respective principal amounts of the outstanding Revolving Loans or participations in Letters of Credit). All payments of Commitment Fees shall be made pro rata among according to the Lenders respective outstanding principal amounts of the Revolving Loans then held by the Lenders; provided that (x) Incremental Revolving Loans and Extended Revolving Commitments (and outstanding extensions of credit pursuant thereto) may have higher pricing applicable thereto as provided in accordance with their Commitments. Section 2.25 or 2.27, as applicable, and (y) payments may be applied to the respective tranches of Revolving Loan Commitments (and related outstanding extensions of credit) as contemplated by Section 2.25 or 2.27, as applicable. (c) All payments by the Borrowers Borrower hereunder and under the Notes shall be (i) except as otherwise provided in Section 2.19, net of any tax applicable to the Borrowers and (ii) made in Dollars or Canadian Dollars (as applicable) in immediately available funds, without defense, setoff or counterclaim and free of any restriction or condition, funds at the office Funding Office of the Applicable Administrative Agent by 12:00 Noon2:00 P.M., New York City time, on the date on which such payment shall be due, provided that if any payment hereunder would become due and payable on a day other than a Business Day such payment shall become due and payable on 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. Interest in respect of any Loan hereunder shall accrue from and including the date of such Loan to but excluding the date on which such Loan is paid in full or converted to a Loan of a different Typefull. (bd) Unless the Applicable Administrative Agent shall have received notice from the applicable Borrower been notified in writing by any Lender prior to the date on which any payment is due to the Applicable Agent for the account of the Lenders or a Fronting Bank hereunder Borrowing that the Borrower such Lender will not make the amount that would constitute its share of such paymentborrowing available to the Administrative Agent, the Applicable Administrative Agent may assume that such Lender is making such amount available to the Borrower has made such payment on such date in accordance herewith Administrative Agent and the Administrative Agent may, in reliance upon such assumption, distribute make available to the Lenders or Borrower a Fronting Bank, as the case may be, the corresponding amount. If such amount due. In such event, if the Borrower has is not in fact made such payment, then each of the Lenders or a Fronting Bank, as the case may be, severally agrees to repay available to the Applicable Administrative Agent forthwith by the required time on demand the amount so distributed to Borrowing Date therefor, such Lender or Fronting Bank shall pay to the Administrative Agent on demand, such amount with interest thereon, for each day from and including the date such amount is distributed at a rate equal to it to but excluding the date of payment to the Applicable Agent, at the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Applicable 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 Base Rate Loans under the Revolving FacilityFacilities, on demand, from the Borrower, such recovery to be without prejudice to the rights of the Borrower against any such Lender. (ce) If any Lender Unless the Administrative Agent shall fail have been notified in writing by the Borrower prior to make the date of any payment required due to be made by it pursuant the Borrower hereunder that the Borrower will not make such payment to Section 2.4(e) or 2.4(g)the Administrative Agent, Section 2.7(b)the Administrative Agent may assume that the Borrower is making such payment, 2.7(c), 2.7(d) or 2.7(e), Section 2.18(b) or Section 9.6(b), then and the Applicable Administrative Agent may, but shall not be required to, in its discretion reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three (notwithstanding 3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. (f) Notwithstanding anything to the contrary provision hereofcontained in this Section 2.17 or elsewhere in this Agreement, the Borrower may extend the final maturity of Revolving Commitments of any tranche in connection with an Extension that is permitted under Section 2.27 without being obligated to effect such extensions on a pro rata basis among the Lenders. Furthermore, the Borrower may take all actions contemplated by Section 2.27 in connection with any Extension (including modifying pricing and repayments or prepayments), apply and in each case such actions shall be permitted, and the differing payments contemplated therein shall be permitted without giving rise to any amounts thereafter received by the Applicable Agent for the account violation of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paidthis Section 2.17 or any other provision of this Agreement.