Common use of Pro Rata Treatment of Banks Clause in Contracts

Pro Rata Treatment of Banks. Each borrowing of Revolving Credit Loans shall be allocated to each Bank according to its Revolving Credit Ratable Share, each borrowing of Tranche A Term Loans shall be allocated to each Bank according to its Term Loan Ratable Share, and each borrowing of Tranche B Term Loans shall be allocated to each Bank according to its Term Loan Ratable Share, and each selection of, conversion to or renewal of any Interest Rate Option and each payment or prepayment by the Borrowers with respect to principal, interest, Commitment Fees, Letter of Credit Fees, or other fees (except for the Agent's Fee and the fronting fee for Letters of Credit referred to in Section 2.11.2(ii)) or amounts due from the Borrowers hereunder to the Banks with respect to the Loans, shall (except as provided in Section 4.4.3 in the case of an event specified in Sections 4.4, 5.4.2 or 5.6) be made in proportion to the applicable Loans outstanding from each Bank and, if no such Loans are then outstanding, in proportion to the Revolving Credit Ratable Share or Term Loan Ratable Share, as applicable of each Bank. Notwithstanding any of the foregoing, each borrowing or payment or prepayment by the Borrowers of principal, interest, fees or other amounts from the Borrowers with respect to Swing Loans shall be made by or to PNC Bank. The borrowing and each repayment of the Term Loans shall be allocated 50% to the Tranche A Term Loans and 50% to the Tranche B Term Loans and each Bank's share of such borrowing or repayment shall be allocated 50% to Tranche A Term Loans and 50% to Tranche B Term Loans such that each Bank's Term Loans shall be comprised 50% of Tranche A Term Loans and 50% of Tranche B Term Loans.

Pro Rata Treatment of Banks. Each borrowing of Revolving Credit Loans shall be allocated to each Bank according to its Revolving Credit Ratable Share, each borrowing of Tranche A Term 364-Day Revolving Credit Loans shall be allocated to each Bank according to its Term Loan 364-Day Revolving Credit Ratable Share, and each borrowing of Tranche B Term Loans shall be allocated to each Bank according to its Term Loan Ratable Share, Share and each selection of, conversion to or renewal of any Interest Rate Option applicable to Revolving Credit Loans or 364-Day Revolving Credit Loans and each payment or prepayment by the Borrowers Borrower with respect to principalprincipal or interest on the Revolving Credit Loans or 364-Day Revolving Credit Loans or Facility Fees, interest, Commitment 364-Day Facility Fees, Letter of Credit Fees, or other fees (except for the Agent's Fee and the fronting fee for Letters of Credit referred to in Section 2.11.2(ii)Fee) or amounts due from the Borrowers Borrower hereunder to the Banks with respect to the Revolving Credit Loans or 364-Day Revolving Credit Loans, shall (except as provided in Section 4.4.3 [Agent's and Bank's Rights] in the case of an event specified in Sections 4.4Section 4.4 [Euro-Rate Unascertainable; Etc.], 5.4.2 [Replacement of a Bank] or 5.65.6 [Additional Compensation in Certain Circumstances]) be made in proportion to the applicable Revolving Credit Loans or 364-Day Revolving Credit Loans outstanding from each Bank and, if no such Loans are then outstanding, in proportion to the Revolving Credit Ratable Share or Term Loan Ratable Share, as applicable in the case of each BankBank having a Revolving Credit Commitment and in proportion to the 364-Day Revolving Credit Ratable Share in the case of each Bank having a 364-Day Revolving Credit Commitment. Notwithstanding any of the foregoing, each borrowing or payment or prepayment by the Borrowers Borrower of principal, interest, fees or other amounts from the Borrowers Borrower with respect to Swing Loans shall be made by or to PNC Bank. The borrowing and each repayment of the Term Loans shall be allocated 50% Bank according to the Tranche A Term Loans and 50% to the Tranche B Term Loans and each Bank's share of such borrowing or repayment shall be allocated 50% to Tranche A Term Loans and 50% to Tranche B Term Loans such that each Bank's Term Loans shall be comprised 50% of Tranche A Term Loans and 50% of Tranche B Term LoansSection 2.

Pro Rata Treatment of Banks. Each borrowing of Revolving Credit Loans and Line of Credit Loans shall be allocated to each Bank according to its Revolving Credit Ratable Share, each borrowing Share (irrespective of Tranche A Term the amount of Bid Loans shall be allocated to each Bank according to its Term Loan Ratable Share, and each borrowing of Tranche B Term Loans shall be allocated to each Bank according to its Term Loan Ratable Shareoutstanding), and each selection of, conversion to or renewal of any Interest Rate Option applicable to Revolving Credit Loans or Line of Credit Loans and each payment or prepayment by the Borrowers Borrower with respect to principal, interestprincipal or interest on the Revolving Credit Loans and Line of Credit Loans, Commitment Fees, Letter of Credit Fees, or other fees (except for the Administrative Agent's Fee and the fronting fee for Letters of Credit referred to in Section 2.11.2(ii)Bid Loan Processing Fee) or amounts due from the Borrowers Borrower hereunder to the Banks with respect to the Revolving Credit Loans and Line of Credit Loans, shall (except as provided in Section 4.4.3 [Administrative Agent's and Bank's Rights] in the case of an event specified in Sections 4.4Section 4.4 [Interest Rate Unascertainable; Etc.], 5.4.2 Error! Reference source not found. [Replacement of a Bank] or 5.6Error! Reference source not found. [Additional Compensation in Certain Circumstances]) be made in proportion to the applicable Revolving Credit Loans and Line of Credit Loans outstanding from each Bank and, if no such Loans are then outstanding, in proportion to the Revolving Credit Ratable Share or Term Loan Ratable Share, as applicable of each Bank. Each borrowing of a Bid Loan shall be made according to the provisions in Section 2.12 hereof and each payment or prepayment by the Borrower of principal, interest, fees or other amounts from the Borrower with respect to Bid Loans shall be to made to the Banks in proportion to the amounts of such items due to such Banks. Notwithstanding any of the foregoing, each borrowing or payment or prepayment by the Borrowers Borrower of principal, interest, fees or other amounts from the Borrowers Borrower with respect to Swing Loans shall be made by or to PNC Bank. The borrowing and each repayment of the Term Loans shall be allocated 50% Bank according to the Tranche A Term Loans and 50% to the Tranche B Term Loans and each Bank's share of such borrowing or repayment shall be allocated 50% to Tranche A Term Loans and 50% to Tranche B Term Loans such that each Bank's Term Loans shall be comprised 50% of Tranche A Term Loans and 50% of Tranche B Term LoansSection 2.

Pro Rata Treatment of Banks. Each borrowing Obligations of the Banks to make Loans and rights to receive payments hereunder shall be allocated among the Banks as set forth below except as expressly provided in Section 2.04 [Extension of Expiration Date], Section 2.14(b) [Bank Exclusion Event], Section 2.14(c) [Bank Extension or Mutual Agreement], Section 3.04 [CD Rate or Euro-Rate Unascertainable], Section 4.04(b) [Voluntary Prepayments], Section 4.06(a) [Additional Compensation in Certain Circumstances] or Section 11.11(c) [Additional Bank]: (i) Obligations to make Revolving Credit Loans or Term Loans shall be allocated based on Revolving Credit Ratable Shares as of the date on which such Loans are made, except that an Additional Bank being added pursuant to clause 11.11(c) may make a Treasury Rate Term Loan in which the other Banks shall not participate as more fully set forth in Section 11.11(c); (ii) Payments of principal on Loans comprising each Borrowing Tranche shall be allocated to the Banks based on the amount of such Loans (it being acknowledged that each Treasury Rate Term Loan made by an Additional Bank on the date of its joinder hereto in respect of a Borrowing Tranche of Treasury Rate Term Loans outstanding on such date shall be deemed to be part of such Borrowing Tranche for purposes of this sentence) held by each Bank and payments of interest on such Loans shall be allocated to the Banks based on the amount of interest due to each Bank according on its outstanding principal (it being acknowledged that the rate of interest payable to an Additional Bank on its Treasury Rate Term Loans may differ from the rate payable to the other Banks on their Treasury Rate Term Loans). If each of the conditions listed in Clauses (A) through (C) below exists on the date on which a payment on any Loan is made then such payment shall be allocated on a pro-rata basis between the holders of the Term Loans and holders of the Revolving Credit Loans based upon the respective amounts of such Term Loans and Revolving Credit Loans outstanding if it is a payment of principal and shall be allocated on a pro rata basis between holders of the Term Loans and holders of the Revolving Credit Loans based on the amount of interest due to such holders if it is a payment of interest: (A) an Event of Default exists and is continuing and has not been waived, (B) the Loans have been accelerated or otherwise shall have become due, and (C) Treasury Rate Term Loans are outstanding and the fractional share of one or more of the Banks in the total amount of outstanding Treasury Rate Term Loans does not equal its fractional share of the total amount of outstanding Revolving Credit Loans; (iii) Net Exposures under Letters of Credit and Escrow Agreement shall be allocated based on the Revolving Credit Ratable ShareShares, each borrowing of Tranche A Term Loans shall be allocated to each except for certain temporary deviations which may occur after an Additional Bank according to its Term Loan Ratable Share, and each borrowing of Tranche B Term Loans shall be allocated to each Bank according to its Term Loan Ratable Share, and each selection of, conversion to or renewal of any Interest Rate Option and each payment or prepayment by the Borrowers with respect to principal, interest, joins this Agreement as described in Section 11.11(c); (iv) Commitment Fees, Letter of Credit FeesFees and Escrow Fees shall be allocated as set forth in Sections 2.03, or other 2.10(c) and 2.11(c); and (v) Other fees (except for the Agent's Fee and the fronting fee for Letters of Credit referred to in Section 2.11.2(ii)) or amounts due from the Borrowers Borrower hereunder to the Banks with respect to the Loans, Loans shall (except as provided in Section 4.4.3 in the case of an event specified in Sections 4.4, 5.4.2 or 5.6) be made allocated in proportion to the applicable Loans outstanding from each Bank and, and if there are no such Loans are then outstanding, in proportion to the Revolving Credit Ratable Share or Term Loan Ratable Share, as applicable of each Bank. Notwithstanding any of the foregoing, each borrowing or payment or prepayment by the Borrowers of principal, interest, fees or other amounts from the Borrowers with respect to Swing Loans shall be made by or to PNC Bank. The borrowing and each repayment of the Term Loans shall be allocated 50% to the Tranche A Term Loans and 50% to the Tranche B Term Loans and each Bank's share of such borrowing or repayment shall be allocated 50% to Tranche A Term Loans and 50% to Tranche B Term Loans such that each Bank's Term Loans shall be comprised 50% of Tranche A Term Loans and 50% of Tranche B Term Loans.

Pro Rata Treatment of Banks. Each borrowing Obligations of the Banks to make Loans and rights to receive payments hereunder shall be allocated among the Banks as set forth below except as expressly provided in Section 2.04 [Extension of Expiration Date], Section 2.25(a) [Bank Exclusion Event], Section 2.25(b) [Bank Extension or Mutual Agreement], Section 3.04 [CD Rate or Euro-Rate Unascertainable], Section 4.04(b) [Voluntary Prepayments], Section 4.06(a) [Additional Compensation in Certain Circumstances] or Section 11.11(c) [Additional Banks]: (i) Obligations to make Revolving Credit Loans shall be allocated to each Bank according to its Revolving Credit Ratable Share, each borrowing of Tranche or Facility A Term Loans shall be allocated based on Revolving Credit Ratable Shares as of the date on which such Loans are made, except that an Additional Facility A Bank being added pursuant to clause 11.11(c) may make a Facility A Term Loan in which the other Banks shall not participate as more fully set forth in Section 11.11(c); (ii) Payments of principal on Loans comprising each Borrowing Tranche shall be allocated to the Banks based on the amount of such Loans (it being acknowledged that each Facility A Term Loan made by an Additional Facility A Bank on the date of its joinder hereto in respect of a Borrowing Tranche of Facility A Term Loans outstanding on such date shall be deemed to be part of such Borrowing Tranche for purposes of this sentence) held by each Bank according to its Term Loan Ratable Share, and each borrowing payments of Tranche B Term interest on such Loans shall be allocated to the Banks based on the amount of interest due to each Bank according on its outstanding principal (it being acknowledged that the rate of interest payable to its Banks on the Term Loans may differ). If each of the conditions listed in Clauses (A) through (C) below exists on the date on which a payment on any Loan Ratable Shareis made then such payment shall be allocated on a pro-rata basis between the holders of the Term Loans and holders of the Revolving Credit Loans based upon the respective amounts of such Term Loans and Revolving Credit Loans outstanding if it is a payment of principal and shall be allocated on a pro rata basis between holders of the Term Loans and holders of the Revolving Credit Loans based on the amount of interest due to such holders if it is a payment of interest: (A) an Event of Default exists and is continuing and has not been waived, (B) the Loans have been accelerated or otherwise shall have become due, and each selection of(C) the fractional share of one or more of the Banks in the total amount of outstanding Term Loans does not equal its fractional share of the total amount of outstanding Revolving Credit Loans; (iii) Net Exposures under Letters of Credit and Escrow Agreement shall be allocated based on the Revolving Credit Ratable Shares, conversion to or renewal of any Interest Rate Option and each payment or prepayment by the Borrowers with respect to principal, interest, except for certain temporary deviations which may occur after an Additional Facility A Bank joins this Agreement as described in Section 11.11(c); (iv) Facility A Commitment Fees, Letter of Credit FeesFees and Escrow Fees shall be allocated as set forth in Sections 2.03, or other 2.10(c) and 2.11(c); and (v) Other fees (except for the Agent's Fee and the fronting fee for Letters of Credit referred to in Section 2.11.2(ii)) or amounts due from the Borrowers Borrower hereunder to the Banks with respect to the Loans, Loans shall (except as provided in Section 4.4.3 in the case of an event specified in Sections 4.4, 5.4.2 or 5.6) be made allocated in proportion to the applicable Loans outstanding from each Bank and, if no such Loans are then outstanding, in proportion to the Revolving Credit Ratable Share or Term Loan Ratable Share, as applicable of each Bank. Notwithstanding any of the foregoing, each borrowing or payment or prepayment by the Borrowers of principal, interest, fees or other amounts from the Borrowers with respect to Swing Loans shall be made by or to PNC Bank. The borrowing and each repayment of the Term Loans shall be allocated 50% to the Tranche A Term Loans and 50% to the Tranche B Term Loans and each Bank's relative share of such borrowing fee or repayment shall be allocated 50% amount which is due to Tranche A Term Loans and 50% to Tranche B Term Loans such that each Bank's Term Loans shall be comprised 50% of Tranche A Term Loans and 50% of Tranche B Term LoansBank hereunder.

Pro Rata Treatment of Banks. Each borrowing of Revolving Credit Loans shall be allocated to each Bank according to its Revolving Credit Ratable Share, each borrowing of Tranche A Term 364-Day Revolving Credit Loans shall be allocated to each Bank according to its Term Loan 364-Day Revolving Credit Ratable Share, and each borrowing of Tranche B Term Loans shall be allocated to each Bank according to its Term Loan Ratable Share, Share and each selection of, conversion to or renewal of any Interest Rate Option applicable to Revolving Credit Loans or 364-Day Revolving Credit Loans and each payment or prepayment by the Borrowers Borrower with respect to principalprincipal or interest on the Revolving Credit Loans or 364-Day Revolving Credit Loans or Facility Fees, interest, Commitment 364-Day Facility Fees, Letter of Credit Fees, or other fees (except for the Agent's Fee and the fronting fee for Letters of Credit referred to in Section 2.11.2(ii)’s Fee) or amounts due from the Borrowers Borrower hereunder to the Banks with respect to the Revolving Credit Loans or 364-Day Revolving Credit Loans, shall (except as provided in Section 4.4.3 [Agent’s and Bank’s Rights] in the case of an event specified in Sections 4.4Section 4.4 [Euro-Rate Unascertainable; Etc.], 5.4.2 [Replacement of a Bank] or 5.65.6 [Additional Compensation in Certain Circumstances]) be made in proportion to the applicable Revolving Credit Loans or 364-Day Revolving Credit Loans outstanding from each Bank and, if no such Loans are then outstanding, in proportion to the Revolving Credit Ratable Share or Term Loan Ratable Share, as applicable in the case of each BankBank having a Revolving Credit Commitment and in proportion to the 364-Day Revolving Credit Ratable Share in the case of each Bank having a 364-Day Revolving Credit Commitment. Notwithstanding any of the foregoing, each borrowing or payment or prepayment by the Borrowers Borrower of principal, interest, fees or other amounts from the Borrowers Borrower with respect to Swing Loans or Swing Loans (364-Day) shall be made by or to PNC Bank. The borrowing and each repayment of the Term Loans shall be allocated 50% Bank according to the Tranche A Term Loans and 50% to the Tranche B Term Loans and each Bank's share of such borrowing or repayment shall be allocated 50% to Tranche A Term Loans and 50% to Tranche B Term Loans such that each Bank's Term Loans shall be comprised 50% of Tranche A Term Loans and 50% of Tranche B Term LoansSection 2.

Pro Rata Treatment of Banks. Each borrowing of Revolving Credit Loans shall be allocated to each Bank according to its Revolving Credit Ratable Share, each borrowing Share (irrespective of Tranche A Term the amount of Bid Loans shall be allocated to each Bank according to its Term Loan Ratable Share, and each borrowing of Tranche B Term Loans shall be allocated to each Bank according to its Term Loan Ratable Shareoutstanding), and each selection of, conversion to or renewal of any Interest Rate Option applicable to Revolving Credit Loans and each payment or prepayment by the Borrowers Borrower with respect to principal, interest, Commitment principal or interest on the Revolving Credit Loans or Facility Fees, Letter of Credit Fees, or other fees (except for the Agent's Fee and the fronting fee for Letters of Credit referred to in Section 2.11.2(ii)Bid Loan Processing Fee) or amounts due from the Borrowers Borrower hereunder to the Banks with respect to the Loans, Revolving Credit Loans shall (except as provided in Section 4.4.3 in the case of an event specified in Sections 4.4Section 4.4 [Euro-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available], 5.4.2 5.4 [Voluntary Prepayments] or 5.65.5 [Additional Compensation in Certain Circumstances]) be made in proportion to the applicable Revolving Credit Loans outstanding from each Bank and, if no such Loans are then outstanding, in proportion to the Revolving Credit Ratable Share or Term Loan Ratable Share, as applicable of each Bank. Notwithstanding any Each borrowing of a Bid Loan shall be made according to the foregoing, provisions in Section 2.5 hereof and each borrowing or payment or prepayment by the Borrowers Borrower of principal, interest, fees or other amounts from the Borrowers Borrower with respect to Bid Loans shall be to made to the Banks (except as provided in Section 5.5) in proportion to the amounts of such items due to such Banks. Each borrowing or payment or prepayment by the Borrower of principal, interest, fees or other amounts from the Borrower with respect to Swing Loans shall be made by or to PNC Bank. The borrowing and each repayment of the Term Loans shall be allocated 50% Bank according to the Tranche A Term Loans and 50% to the Tranche B Term Loans and each Bank's share of such borrowing or repayment shall be allocated 50% to Tranche A Term Loans and 50% to Tranche B Term Loans such that each Bank's Term Loans shall be comprised 50% of Tranche A Term Loans and 50% of Tranche B Term LoansSection 2.

Pro Rata Treatment of Banks. Each borrowing of Revolving Credit Loans shall be allocated to each Bank according to its Revolving Credit Ratable ShareShare (irrespective of the amount of Bid Loans outstanding), each borrowing of Tranche A the Term Loans shall be allocated to each Bank according to its Term Loan Ratable Share, and each borrowing of Tranche B Term Loans shall be allocated to each Bank according to its Term Loan Ratable Share, Share and each selection of, conversion to or renewal of any Interest Rate Option applicable to Revolving Credit Loans or Term Loans and each payment or prepayment by the Borrowers Borrower with respect to principal, interest, Commitment principal or interest on the Revolving Credit Loans or Term Loans or Facility Fees, Letter of Credit Fees, or other fees (except for the Administrative Agent's Fee and the fronting fee for Letters of Credit referred to in Section 2.11.2(ii)Fee) or amounts due from the Borrowers Borrower hereunder to the Banks with respect to the Revolving Credit Loans or Term Loans, shall (except as provided in Section 4.4.3 3.4.3 [Administrative Agent's and Lender's Rights] in the case of an event specified in Sections 4.43.4 [Euro-Rate Unascertainable, 5.4.2 etc.], 4.4.2 [Replacement of a Lender] or 5.64.5 [Additional Compensation in Certain Circumstances]) be made in proportion to the applicable Revolving Credit Loans or Term Loans outstanding from each Bank and, if no such Loans are then outstanding, in proportion proportion, as applicable, to the Revolving Credit Ratable Share or Term Loan Ratable Share, as applicable the case may be, of each Bank. Each borrowing of a Bid Loan shall be made according to the provisions in Section 2.9 hereof and each payment or prepayment by the Borrower of principal, interest, fees or other amounts from the Borrower with respect to Bid Loans shall be made to the Lenders in proportion to the amounts of such items due to such Lenders. Notwithstanding any of the foregoing, each borrowing or payment or prepayment by the Borrowers Borrower of principal, interest, fees interest or other amounts from the Borrowers Borrower with respect to Swing Loans shall be made by or to PNC Bank. The borrowing and each repayment of the Term Loans shall be allocated 50% Bank according to the Tranche A Term Loans and 50% to the Tranche B Term Loans and each Bank's share of such borrowing or repayment shall be allocated 50% to Tranche A Term Loans and 50% to Tranche B Term Loans such that each Bank's Term Loans shall be comprised 50% of Tranche A Term Loans and 50% of Tranche B Term LoansSection 2.