Common use of Pro Rata Borrowings Clause in Contracts

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made granted by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment PercentagesPercentages with respect to the applicable Class. Each Borrowing of New Incremental Term Loans under this Agreement shall be made granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable New Incremental Term Loan CommitmentsCommitments for the applicable Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for the applicable Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for the applicable Class. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender Lender, severally but and not jointly jointly, shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder hereunder, and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation obligations under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. Each Borrowing of Incremental Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Incremental Revolving Credit Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation obligation, under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. Each Borrowing of Incremental Revolving Credit Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Incremental Revolving Credit Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation obligation, under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Tranche B-2 Term Loans and (iii) Euro Tranche B-4 Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Tranche B-2 Term Loan Commitments and Euro Tranche B-4 Term Loan CommitmentsCommitment, respectivelyas applicable. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. Each Borrowing of Incremental Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Incremental Revolving Credit Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation obligation, under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term A Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term A Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation obligation, under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Delayed Draw Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Delayed Draw Term Loan Commitments. Each Borrowing of Deposit L/C Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Deposit L/C Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then applicable Revolving Credit Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment PercentagesPercentages with respect to the applicable Class. Notwithstanding the foregoing, all Borrowings of Revolving Credit Loans of the Borrower shall be allocated pro rata relative to Commitments across the Revolving Credit Facility. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. Each Borrowing of New Revolving Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable New Revolving Credit Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche B-3 Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Tranche B-3 Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Tranche B-4 Term Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment PercentagesTranche B-4 Term Loan Commitments. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then applicable Revolving Credit Commitment Percentages. Each Borrowing of New Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then applicable New Revolving Credit Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Tranche A Term Loans, (ii) Delayed Draw Tranche B Term Loans and (iii) Euro Tranche C Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Tranche A Term Loan Commitments, Delayed Draw Tranche B Term Loan Commitments and Euro Tranche C Term Loan Commitments, respectively. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment PercentagesCommitments. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then applicable Revolving Credit Commitment Percentages. Each Borrowing of New Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then applicable New Revolving Credit Commitments. In addition, as contemplated by Section 2.14, Borrowings of different Classes of Revolving Loans shall be made on a ratable basis as among such Classes. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.

Pro Rata Borrowings. Each Borrowing All Borrowings of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Revolving Loans under this Agreement shall be made by incurred from the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Revolving Loan Commitments and Euro Tranche Term Loan Commitmentsas in effect at the time of such Borrowing, respectively. Subject to Section 2.1(b), each Borrowing of Revolving Credit Loans under this Agreement provided that all Mandatory Borrowings shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by incurred from the Lenders pro rata on the basis of their then-RL Percentages; provided, further, that in the case of any Euro Denominated Loans or Sterling Denominated Loans, the Fronting Lender shall make available each applicable New Term Loan CommitmentsRevolving Participant’s pro rata share of such Revolving Loan; provided that the Fronting Lender shall not be obligated to make available the pro rata portion of any Defaulting Lender’s Revolving Loan. It is understood that (a) no Lender shall be responsible for any default by any other Lender in of its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill make its commitments hereunder and (b) other than Loans hereunder. It is further understood that in determining the pro rata share of the Fronting Lender in its capacity as expressly provided herein such with respect to any Borrowing, such pro rata share should be the sum of the pro rata share of such Borrowing of all Revolving Participants (other than any Revolving Participant that is a Defaulting Lender, failure by a ) on whose behalf the Fronting Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Documentis making available Loans included in such Borrowing.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, . Each Borrowing of Delayed Draw Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. Each Borrowing of Incremental Revolving Credit Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Incremental Revolving Credit Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation obligation, under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made by the Initial Term Loan Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders and shall be allocated pro rata on relative to the basis of their then-applicable Commitments across the Revolving Credit Commitment PercentagesFacility. Each Borrowing of New Term Loans and Replacement Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments or Replacement Term Loan Commitments, as applicable. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Tranche B-1 Term Loans and (iii) Euro Tranche B-3 Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Tranche B-1 Term Loan Commitments or Tranche B-3 Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectivelyas applicable. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. Each Borrowing of Incremental Revolving Credit Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Incremental Revolving Credit Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation obligation, under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then applicable Revolving Credit Commitment Percentages. Each Borrowing of New Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then applicable New Revolving Credit Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term NRT Loans under this Agreement shall be made granted by the Lenders pro rata on the basis of their then-applicable Initial Term Loan CommitmentsNRT Commitment Percentage, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectivelyprovided that the Administrative Agent may adjust the proportions of the Lenders with respect to any Borrowing to be granted by such Lenders to ensure that no Lender’s NRT Exposure (after granting its portion of such Borrowing) exceeds its NRT Commitment. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made granted by the Lenders pro rata on the basis of their then-applicable New Term Loan CommitmentsRevolving Commitment Percentage, provided that the Administrative Agent may adjust the proportions of the Lenders with respect to any Borrowing to be granted by such Lenders to ensure that no Lender’s Revolving Exposure (after granting its portion of such Borrowing) exceeds its Revolving Commitment. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make NRT Loans or Revolving Loans hereunder and that each Lender severally but not jointly shall be obligated to make the NRT Loans or Revolving Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill fulfil its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Documenthereunder.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Tranche 1 Term Loans under this Agreement shall be made by the Revolving Credit Additional Tranche 1 Term Loan Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment PercentagesAdditional Tranche 1 Term Loan Commitments. Each Borrowing of New Incremental Term Loans under this Agreement shall be made by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable New Incremental Term Loan CommitmentsCommitments for the applicable Class. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender Lender, severally but and not jointly jointly, shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder hereunder, and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Loan Documents shall not release any Person from performance of its obligation obligations under any Credit Loan Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made granted by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement Table of Contents shall be made granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment PercentagesPercentages with respect to the applicable Class. Each Borrowing of New Incremental Term Loans under this Agreement shall be made granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable New Incremental Term Loan CommitmentsCommitments for the applicable Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for the applicable Class. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender Lender, severally but and not jointly jointly, shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder hereunder, and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation obligations under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. Each Borrowing of Incremental Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Incremental Revolving Credit Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Loan Documents shall not release any Person from performance of its obligation obligation, under any Credit Loan Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made granted by the Term Loan Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectivelyCommitment. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment PercentagesCommitments. Each Borrowing of New Term Loans under this Agreement shall be made granted by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be severally obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and hereunder, (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit DocumentDocument and (c) the rights of each Lender under each Credit Document are separate and independent rights and any Indebtedness owed to such Lender under any Credit Document shall be a separate and independent Indebtedness.

Pro Rata Borrowings. Each Borrowing of (i) Initial Tranche A Term Loans, (ii) Delayed Draw Tranche B Term Loans and (iii) Euro European Tranche Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Tranche A Term Loan Commitments, Delayed Draw Tranche B Term Loan Commitments and Euro European Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made granted by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment PercentagesPercentages with respect to the applicable Class. Each Borrowing of New Incremental Term Loans under this Agreement shall be made granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable New Incremental Term Loan CommitmentsCommitments for the applicable Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for the applicable Class. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender Lender, severally but and not jointly jointly, shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder hereunder, and (b) other than as expressly provided herein with respect to a Defaulting Lender, NY\6379601.11 failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation obligations under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Tranche B-1 Term Loans and (iii) Euro Tranche B-3-4 Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their thenthen‑applicable Tranche B-1-applicable Initial 4 Term Loan Commitments or Tranche B-3 Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectivelyas applicable. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then‑applicable New Term Loan Commitments. Each Borrowing of Incremental Revolving Credit Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Incremental Revolving Credit Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation obligation, under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-then applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.. Each Borrowing of Swingline Loans under this Agreement shall be made by the Swingline Lenders pro rata on the basis of their then applicable Swingline Subcommitments. It is understood that (a) no Swingline Lender shall be responsible for any default by any other Swingline Lender in its obligation to make Swingline Loans hereunder and that each Swingline Lender severally but not jointly shall be obligated to make the Swingline Loans provided to be made by it hereunder, regardless of the failure of any other Swingline Lender to fulfill its commitments hereunder and (b) failure by a Swingline Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document. [CREDIT AGREEMENT]

Pro Rata Borrowings. EachSubject to Section 2.1(d), each Borrowing of Initial TermRevolving Credit Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then- applicable Initial Term Loan Commitments. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Deposit L/C Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Deposit L/C Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then applicable Revolving Credit CommitmentsRevolving Credit Commitments without regard to the Class of Revolving Credit Commitments held by such Lender. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.

Pro Rata Borrowings. Each Borrowing All Borrowings of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Sub-Tranche 1 Term Loans under this Agreement shall be made by incurred from the Lenders with Initial Sub-Tranche 1 Term Loan Commitments pro rata on the basis of their respective Initial Sub-Tranche 1 Term Loan Commitments, (ii) Initial Sub-Tranche 2 Term Loans under this Agreement shall be incurred from the Lenders with Initial Sub-Tranche 2 Term Loan Commitments pro rata on the basis of their Initial Sub-Tranche 2 Term Loan Commitments, (iii) Initial Sub-Tranche 3 Term Loans under this Agreement shall be incurred from the Lenders with Initial Sub-Tranche 3 Term Loan Commitments pro rata on the basis of their Initial Sub-Tranche 3 Term Loan Commitments, (iv) Revolving Loans under this Agreement shall be incurred from the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term respective Revolving Loan Commitments and Euro (v) Incremental Term Loans of a particular Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by incurred from the Lenders pro rata on the basis of their then-applicable New respective Incremental Term Loan Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in of its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill make its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit DocumentLoans hereunder.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Tranche B-1 Term Loans and (iiiii) Euro Tranche B-2 Term Loans under this Agreement shall be made granted by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Tranche B-1 Term Loan Commitments and Euro Tranche B-2 Term Loan Commitments, respectively. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment PercentagesCommitments. Each Borrowing of New Term Loans under this Agreement shall be made granted by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term B Loans under this Agreement shall be made granted by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term B Loan Commitments and Euro Tranche Term Loan Commitments, respectivelywith respect to the applicable Class. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit New Term B-1B Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made granted by the Lenders pro rata on the basis of their then-applicable New Term B-1B Loan CommitmentsCommitments with respect to the applicable Class. Each Borrowing of Revolving Credit Loans under this Agreement shall be granted by the Lenders pro rata on the basis of their then-applicable Revolving Credit Commitments with respect to the applicable Class in accordance with Section 2.1(b)(iii) (it being understood that the Non-Extended Revolving Credit Commitments and the Fourth Amendment Extended Revolving Credit Commitments shall be drawn on a ratable basis, subject to Section 2.1(b)(iii), as if the Non-Extended Revolving Credit Commitments and the Fourth Amendment Extended Revolving Credit Commitments are one Class of Revolving Credit Commitments for this purpose). It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Documenthereunder.

Pro Rata Borrowings. Each Borrowing All Borrowings of (i) Initial A Term Loans, (ii) Delayed Draw Initial B Term Loans, Incremental A Term Loans, Incremental B Term Loans, Revolving Loans and (iii) Euro Tranche Term Acquisition Revolving Loans under this Agreement shall be made incurred by the Borrower from the Lenders pro rata PRO RATA on the basis of their then-applicable Initial A Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Initial B Term Loan Commitments, respectively. Subject to Section 2.1(b)Incremental A Term Loan Commitments, each Borrowing Incremental B Term Loan Commitments, Revolving Loan Commitments or Acquisition Loan Commitments, as the case may be; PROVIDED that all Borrowings of Revolving Credit Loans under this Agreement made pursuant to a Mandatory Borrowing shall be made by incurred from the Revolving Credit Lenders pro rata PRO RATA on the basis of on their then-applicable Revolving Credit Commitment RL Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in of its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Documenthereunder.

Pro Rata Borrowings. Each Borrowing All Borrowings of (i) Initial Adience A Term Loans, (ii) Delayed Draw Adience B Term Loans, Adience B-2 Term Loans, Adience C Term Loans, Newco A Term Loans, Newco B Term Loans and (iii) Euro Tranche Term Revolving Loans under this Agreement shall be made by incurred from the Lenders Banks pro rata on the basis of their then-applicable Initial Adience A Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Adience B Term Loan Commitments, respectively. Subject to Section 2.1(b)Adience B-2 Term Loan Commitments, each Borrowing Adience C Term Loan Commitments, Newco A Term Loan Commitments, Newco B Term Loan Commitments or Revolving Loan Commitments, as the case may be, provided that all Borrowings of Revolving Credit Loans under this Agreement made pursuant to a Mandatory Borrowing or a Mandatory Sterling Borrowing, as the case may be, shall be made by incurred from the Banks with Revolving Credit Lenders Loan Commitments pro rata on the basis of their then-applicable Revolving Credit Commitment RL Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. It is understood that (a) no Lender Bank shall be responsible for any default by any other Lender in Bank of its obligation to make Loans hereunder and that each Lender severally but not jointly Bank shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender Bank to fulfill make its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit DocumentLoans hereunder.

Pro Rata Borrowings. Each Borrowing of Revolving Credit Loans (i) Initial Term Loans, (ii) Delayed Draw Term other than Swingline Loans and (iiiProtective Advances) Euro Tranche Term under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Revolving Credit Commitments. Each Borrowing of FILO Credit Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan FILO Credit Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Incremental Revolving Credit Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Incremental Revolving Credit Commitments. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be made by the Extending Lenders pro rata on the basis of their then-applicable Extended Revolving Credit Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Borrowing of Revolving Credit Loans under this Agreement shall be made granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment PercentagesCommitments without regard to the Class of the Revolving Credit Commitments held by such Lender. Each Borrowing of New Term Loans under this Agreement shall be made granted by the Lenders of the relevant Series thereof pro rata on the basis of their then-applicable New Term Loan Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be severally obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and hereunder, (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit DocumentDocument and (c) the rights of each Lender under each Credit Document are separate and independent rights and any Indebtedness owed to such Lender under any Credit Document shall be a separate and independent Indebtedness.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject EachSubject to Section 2.1(b), each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Delayed Draw Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Commitments and Delayed Draw Term Loan Commitments and Euro Tranche Term Loan CommitmentsCommitment, respectivelyas applicable. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. Each Borrowing of Incremental Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Incremental Revolving Credit Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation obligation, under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-then applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document. Each Borrowing of Swingline Loans under this Agreement shall be made by the Swingline Lenders pro rata on the basis of their then applicable Swingline Subcommitments. It is understood that (a) no Swingline Lender shall be responsible for any default by any other Swingline Lender in its obligation to make Swingline Loans hereunder and that each Swingline Lender severally but not jointly shall be obligated to make the Swingline Loans provided to be made by it hereunder, regardless of the failure of any other Swingline Lender to fulfill its commitments hereunder and (b) failure by a Swingline Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term B Loans under this Agreement shall be made granted by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term B Loan Commitments and Euro Tranche with respect to the applicable Class. Each Borrowing of Term B-1 Loans under this Agreement shall be granted by the Lenders pro rata on the basis of their then-applicable Term B-1 Loan Commitments, respectivelyCommitments with respect to the applicable Class. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement Commitments with respect to the applicable Class in accordance with Section 2.1(b)(iii) (it being understood that the Non-Extended Revolving Credit Commitments and the Fourth Amendment Extended Revolving Credit Commitments shall be made by drawn on a ratable basis, subject to Section 2.1(b)(iii), as if the Lenders pro rata on Non-Extended Revolving Credit Commitments and the basis Fourth Amendment Extended Revolving Credit Commitments are one Class of their then-applicable New Term Loan CommitmentsRevolving Credit Commitments for this purpose). It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Documenthereunder.

Pro Rata Borrowings. Each Borrowing of Term B Loans (i) Initial including Refinancing Term Loans, (ii) Delayed Draw Term B Loans and (iiiNew Term B Loans) Euro Tranche Term Loans under this Agreement shall be made granted by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term B Loan Commitments and Euro Tranche or New Term B Loan Commitments, respectivelyCommitments (as applicable) with respect to the applicable Class. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement Commitments with respect to the applicable Class in accordance with Section 2.1(b)(iii) (it being understood that the Non-Extended Revolving Credit Commitments and the Fourth Amendment Extended Revolving Credit Commitments shall be made by drawn on a ratable basis, subject to Section 2.1(b)(iii), as if the Lenders pro rata on Non-Extended Revolving Credit Commitments and the basis Fourth Amendment Extended Revolving Credit Commitments are one Class of their then-applicable New Term Loan CommitmentsRevolving Credit Commitments for this purpose). It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Documenthereunder.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro 2020 GDI Tranche B-2 Dollar Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial 2020 GDI Tranche B-2 Dollar Term Loan Commitments, Delayed Draw . Each Borrowing of 2020 GDI Tranche B-2 Euro Term Loan Commitments and Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable 2020 GDI Tranche B-2 Euro Tranche Term Loan Commitments, respectively. Subject Each Borrowing of Series A New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Series A New Term Loan Commitments. All Borrowings of Revolving Credit Loans of each Borrower shall be allocated pro rata relative to Section 2.1(b), each Commitments across the 20192023 Revolving Credit Facility. Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw . Each Borrowing of Term Loan Commitments and Euro Tranche A Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Term A Loan Commitments, respectively. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. Each Borrowing of Incremental Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Incremental Revolving Credit Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation obligation, under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw . Each Borrowing of Amendment No. 3 Term Loan Commitments and Euro Tranche Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Amendment No. 3 Term Loan Commitments, respectively. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. Each Borrowing of Incremental Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Incremental Revolving Credit Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation obligation, under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. Each Borrowing of Incremental Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Incremental Revolving Credit Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation obligation, under any Credit Document. National Vision Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Tranche B-1 Term Loans and (iii) Euro Tranche B-3-4 Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Tranche B-1-4 Term Loan Commitments or Tranche B-3 Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectivelyas applicable. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. Each Borrowing of Incremental Revolving Credit Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then- applicable Incremental Revolving Credit Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation obligation, under any Credit Document.

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche Delayed Draw Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Commitments and Delayed Draw Term Loan Commitments and Euro Tranche Term Loan CommitmentsCommitment, respectivelyas applicable. Subject to Section 2.1(b), each Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. Each Borrowing of Incremental Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Incremental Revolving Credit Commitments. It is understood that (a) no Lender shall be responsible for any default by -94- any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation obligation, under any Credit Document.. 2.8

Pro Rata Borrowings. Each Borrowing of (i) Initial Term Loans, (ii) Delayed Draw Term Loans and (iii) Euro Tranche B-12 Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments, Delayed Draw Term Loan Commitments and Euro Tranche Term Loan Commitments, respectively. Subject to Section 2.1(b), each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages. Each Borrowing of New Term Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable New Term Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then applicable Revolving Credit Commitment Percentages. Each Borrowing of New Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders pro rata on the basis of their then applicable New Revolving Credit Commitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligation under any Credit Document.