Common use of Pro Rata Treatment Clause in Contracts

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) shall be made from the Lenders, each payment of the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: (ai) each borrowing from the Lenders under Sections Section 2.1(a), 2.2(e) and 2.3(e) shall be made from the Lenders, each payment of the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (bii) each payment or prepayment of principal of Revolving Loans by the Borrower and each payment of the Fees under Section 2.12 shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that, with respect to any optional prepayment pursuant to Section 2.7, such prepayments shall be applied to the Base Rate Loans and/or groups of LIBOR Rate Loans with the same Interest Period at the direction of the Borrower in its reasonable discretion; (ciii) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts amount of interest on such Loans then due and payable to the respective Lenders; and (div) the making, Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Commitments (in the case of making of Loans, ) or their respective Loans (in the case of Conversions and Continuations of Loans) and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; . (eb) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.1, Section 2.15 or Section 11.7, then the Lenders’ participation inAgent shall (notwithstanding any contrary provision hereof), and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (fi) apply any amounts thereafter received by the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the Swingline Lender only case of each of (except to the extent any Lender shall have acquired i) and funded a participating interest (ii) above, in any such Swingline Loan pursuant to Section 2.3(e), order as determined by the Agent in which case such payments shall be pro rata in accordance with such participating interests)reasonable discretion.

Pro Rata Treatment. Except to the extent as expressly otherwise provided herein: (a) , each borrowing of Loans by the Borrower from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) hereunder shall be made from the Lendersmade, each payment (except as provided in Section 2.22(a)) by the Borrower on account of any commitment fee in respect of the Fees under Commitments hereunder and any reduction (except as provided in Section 3.6(a2.15, 2.21(a), 2.22, 2.24, 2.25, 2.26, 10.08(f) and the first sentence of Section 3.6(bor 10.08(i)) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the LendersLenders shall be allocated by the Administrative Agent, in each case pro rata according to the amounts of their respective Revolving Commitment Percentages of the Lenders (other than payments in respect of any difference in the 1003651351v23 Facility Fee in respect of any Tranche); provided that, at the request of the Borrower, in lieu of such application on a pro rata basis among all Commitments; , such reduction may be applied to any Commitments so long as the Maturity Date of such Commitments precedes the Maturity Date of each other Tranche of Commitments then outstanding or, in the event more than one Tranche of Commitments shall have an identical Maturity Date that precedes the Maturity Date of each other Tranche of Commitments then outstanding, to such Tranches on a pro rata basis. Each payment (bincluding each prepayment, but excluding payments made pursuant to Sections 2.15, 2.20, 2.21(a), 2.22, 2.24, 2.25, 2.26, 10.05, 10.08(f) each payment or prepayment 10.08(i)) by the Borrower on account of principal of Revolving and interest on any Tranche of Loans (other than payments in respect of any difference in the interest accruing in respect of any Tranche) shall be allocated by the Borrower shall be made for the account of the Lenders Administrative Agent pro rata according to the respective outstanding principal amounts of such Tranche then held by the respective Lenders (or as otherwise provided in the applicable Incremental Commitment Amendment, Extension Amendment or Specified Refinancing Amendment, if applicable). This Section 2.17 may be amended in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; (cSection 10.08(g) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired necessary to reflect differing amounts payable, and funded a priorities of payments, to Lenders participating interest in any such Swingline Loan new Tranches added pursuant to Section 2.3(eSections 2.24, 2.25, 2.26, 10.08(e) and 10.08(i), in which case such payments shall be pro rata in accordance with such participating interests)as applicable.

Pro Rata Treatment. Except (a) With respect to the US$ Lenders, except to the extent otherwise provided herein: (ai) each borrowing from the US$ Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 hereof shall be made from the US$ Lenders, each payment of the Fees commitment fees under Section 3.6(a) and the first sentence of Section 3.6(b) 2.03 hereof shall be made for the account of the applicable US$ Lenders, and each termination or reduction of the amount of the Revolving US$ Commitments under Section 2.11 2.02 hereof shall be applied to the respective Revolving US$ Commitments of the US$ Lenders, in each case pro rata according to the amounts US$ Lenders’ respective percentages of their respective Revolving the US$ Commitments; , (bii) each payment or prepayment by the Company of principal of Revolving or interest on US$ Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by the Borrower Section 6 hereof) shall be made to the Administrative Agent for the account of the US$ Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving such US$ Loans held by them; the US$ Lenders and (iii) each conversion of US$ Loans of a particular Type (other than conversions of Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made pro rata among the US$ Lenders in accordance with the respective principal amounts of such US$ Loans held by the US$ Lenders. (b) With respect to the US$-Canadian Lenders, except to the extent otherwise provided herein: (i) each borrowing from the US$-Canadian Lenders under Section 2.01 hereof shall be made from the US$-Canadian Lenders and each termination or reduction of the US$-Canadian Commitments under Section 2.02 hereof shall be applied to the US$-Canadian Commitments of the US$-Canadian Lenders, pro rata according to the US$-Canadian Lenders’ respective percentages of the US$-Canadian Commitments, (ii) each payment by the Company of principal of or interest on US$-Canadian Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made to the Administrative Agent for the account of the US$-Canadian Lenders pro rata in accordance with the respective unpaid principal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders and (iii) each conversion of US$-Canadian Loans of a particular Type (other than conversions of Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made pro rata among the US$-Canadian Lenders in accordance with the respective principal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders. (c) With respect to the Multi-Currency Lenders, except to the extent otherwise provided herein: (i) each borrowing from the Multi-Currency Lenders under Section 2.01 hereof shall be made from the Multi-Currency Lenders, each payment of interest on Revolving Loans by the Borrower commitment fees under Section 2.03 hereof shall be made for the account of the Multi-Currency Lenders, and each termination or reduction of the Multi-Currency Commitments under Section 2.02 hereof shall be applied to the Multi-Currency Commitments of the Multi-Currency Lenders, pro rata according to the Multi-Currency Lenders’ respective percentages of the Multi-Currency Commitments and (ii) each payment by the Company of principal of or interest on Multi-Currency Loans (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made to the Multi-Currency Payment Agent, in each case for the account of the Multi-Currency Lenders and pro rata in accordance with the respective unpaid principal amounts of interest on such Multi-Currency Loans then due and payable to (whether denominated in Dollars or other currency) held by the respective Multi-Currency Lenders; . (d) Any reduction of the Conversion Commitments under Section 2.02(b) or 3.02(c) and Continuation any mandatory prepayment under Section 3.02(b) shall be applied ratably to the US$ Commitments, US$-Canadian Commitments and the Multi-Currency Commitments. (e) With respect to the Term Lenders except to the extent otherwise provided herein: (i) the borrowing from the Term Lenders under Section 2.01(c) hereof shall be made from the Term Lenders, pro rata according to the Term Lenders’ respective percentages of Revolving the Initial Term Commitments or Incremental Term Loans, as the case may be, (ii) each payment (or prepayment) by the Company of principal or interest on Initial Term Loans or Incremental Term Loans, as the case may be, of a particular Type (other than Conversions payments in respect of Loans of individual Lenders provided for by Section 4.66 hereof) shall be made to the Administrative Agent for the account of the Initial Term Lenders or Incremental Term Lenders, as applicable, pro rata in accordance with the respective unpaid principal amounts of such Initial Term Loans or Incremental Term Loans held by the Initial Term Lenders or Incremental Term Lenders, as applicable, and (iii) each conversion of Initial Term Loans or Incremental Term Loans, as the case may be, of a particular Type (other than conversions of Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made pro rata among the Initial Term Lenders or Incremental Term Lenders, as applicable, in each case, in accordance with the respective principal amounts of such Initial Term Loans or Incremental Term Loans held by the Initial Term Lenders or Incremental Term Lenders, as applicable. (f) Each prepayment by the Company of the Term Loans, if any, as provided by Section 3.02(b) and (c) hereof shall be applied pro rata to the Term Loans (unless, with respect to a Term Loan Facility, the Term Lenders thereunder have agreed to a lesser treatment) and to the installments of the Term Loans, pro rata according to the then outstanding amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)thereof.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) The portion of any Type of Loan or Advance made shall be allocated by the Credit Facility Agent among the applicable Lenders such that, following each borrowing from Loan or Advance, the Lenders under Sections 2.1(aratio of each Lender’s outstanding Commitments of such Type to the outstanding Aggregate Commitment of such Type is equal to each Lender’s respective Commitment Percentage of such Type. (b) Except as otherwise provided in Section 5.01 (LIBOR Lending Unlawful), 2.2(eeach reduction of Commitments of any Type, pursuant to Section 2.07 (Termination or Reduction of Commitments) or otherwise, shall be allocated by the Credit Facility Agent pro rata among the applicable Lenders in accordance with, and subject to the exceptions in, Section 2.07 (Termination or Reduction of Commitments) and 2.3(eSection 3.8 (Reductions and Cancellations of Facility Debt Commitments) of the Common Terms Agreement. Each reduction in Issuing Bank Limits shall be made from allocated by the Lenders, each payment Credit Facility Agent pro rata among the Issuing Banks. (c) Except as otherwise required under Section 3.7 (Pro Rata Payment) of the Fees under Common Terms Agreement and Section 3.6(a4.11 (Voluntary Prepayment), Section 4.12 (Mandatory Prepayment) and the first sentence of Section 3.6(b) shall be made for the account of the applicable Lendersor Article V (LIBOR And Tax Provisions), and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (bi) each payment or prepayment of principal of Revolving a Type of Loans shall be allocated by the Borrower shall be made for the account of the Lenders Credit Facility Agent pro rata among the applicable Lenders in accordance with the respective unpaid principal amounts of the Revolving their outstanding Loans held by them; of such Type (cother than Defaulting Lenders), (ii) each payment of interest on Revolving a Type of Loans shall be allocated by the Borrower shall be made for the account of the Lenders Credit Facility Agent pro rata among the applicable Lenders in accordance with the respective interest amounts of interest outstanding on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving their Loans of a particular such Type (other than Conversions provided for by Section 4.6Defaulting Lenders) and (iii) each payment of the Commitment Fees shall be made allocated by the Credit Facility Agent pro rata among the applicable Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and Term Loan Commitments or Working Capital Commitments (f) the other than Defaulting Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)as applicable.

Pro Rata Treatment. Except Each payment and prepayment of interest and/or principal on the Credit Exposures to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) shall be made from the Lenders, each payment of the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made Agent for the account of the applicable Lenders, and each termination Bank or reduction of the amount of Banks or the Revolving Commitments under Section 2.11 shall be applied to Issuing Bank or the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; Issuing Banks hereunder (b) each payment or prepayment of principal of Revolving Loans whether directly made by the Borrower or received by the Agent, a Bank or an Issuing Bank through the exercise of a right of set-off or otherwise), shall be made pro rata, according to each Bank's or Issuing Bank's Pro Rata Share of Credit Exposures and according, in the case of payments or prepayments in respect of Loans, to the then outstanding principal amounts of the Notes which are being paid or prepaid and each payment and prepayment of fees under Section 2.02 (b)(i) (whether directly made by the Borrower or received by the Agent, a Bank or an Issuing Bank through the exercise of a right of set-off or otherwise), shall be made pro rata, according to each Bank's Pro Rata Share of the Commitment; provided, however, that any amounts payable by the Borrower pursuant to any of Section 2.02(c) and/or pursuant to any of Sections 2.10(d), (e) or (f), Section 9.02 or Section 9.08 shall be paid to the Agent for the account of the Lenders Bank or Banks or the Issuing Bank or Issuing Banks entitled to such amounts and any amounts payable pursuant to Section 2.15 shall be paid to the Bank or Banks entitled to such amounts; and provided further, however, in the event that pursuant to Section 2.10 (b), (c) or (g) any of the Banks has a Reference Rate Loan in lieu of a Libor Loan as a result of application of any of the provisions of such Sections and the Borrower pays or prepays a Libor Loan the Borrower shall concurrently prepay such Bank's Reference Rate Loan on a pro rata in accordance with basis as a condition to any such prepayment, all to the respective unpaid principal amounts end that following any partial prepayment, each Bank's Pro Rata Share of the Revolving Credit Loans held by them; (c) shall be equal to such Bank's Pro Rata Share of the Commitment. Notwithstanding the foregoing provisions of this Section 2.16, upon the occurrence and during the continuance of an Event of Default, each payment and prepayment of principal and interest on Revolving the Loans by to the Borrower shall be made Agent for the account of the Lenders pro rata in accordance with Banks and the amounts of interest on such Loans then due and payable Issuing Banks or to the respective Lenders; Banks and the Issuing Banks hereunder (d) whether directly made by the Conversion and Continuation of Revolving Loans Borrower or received by the Agent, a Bank or an Issuing Bank through the exercise of a particular Type (other than Conversions provided for by Section 4.6) right of set-off or otherwise), shall be made pro rata among the Lenders rata, according to the amounts of their respective Revolving Loans, each Bank's and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect Issuing Bank's Pro Rata Share of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)Credit Exposures.

Pro Rata Treatment. Except (a) With respect to the US$ Lenders, except to the extent otherwise provided herein: (ai) each borrowing from the US$ Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 hereof shall be made from the US$ Lenders, each payment of the Fees commitment fees under Section 3.6(a) and the first sentence of Section 3.6(b) 2.03 hereof shall be made for the account of the applicable US$ Lenders, and each termination or reduction of the amount of the Revolving US$ Commitments under Section 2.11 2.02 hereof shall be applied to the respective Revolving US$ Commitments of the US$ Lenders, in each case pro rata according to the amounts US$ Lenders’ respective percentages of their respective Revolving the US$ Commitments; , (bii) each payment or prepayment by the Company of principal of Revolving or interest on US$ Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by the Borrower Section 6 hereof) shall be made to the Administrative Agent for the account of the US$ Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving such US$ Loans held by them; the US$ Lenders and (iii) each conversion of US$ Loans of a particular Type (other than conversions of Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made pro rata among the US$ Lenders in accordance with the respective principal amounts of such US$ Loans held by the US$ Lenders. (b) With respect to the US$-Canadian Lenders, except to the extent otherwise provided herein: (i) each borrowing from the US$-Canadian Lenders under Section 2.01 hereof shall be made from the US$-Canadian Lenders and each termination or reduction of the US$-Canadian Commitments under Section 2.02 hereof shall be applied to the US$-Canadian Commitments of the US$-Canadian Lenders, pro rata according to the US$-Canadian Lenders’ respective percentages of the US$-Canadian Commitments, (ii) each payment by the Company of principal of or interest on US$-Canadian Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made to the Administrative Agent for the account of the US$-Canadian Lenders pro rata in accordance with the respective unpaid principal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders and (iii) each conversion of US$-Canadian Loans of a particular Type (other than conversions of Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made pro rata among the US$-Canadian Lenders in accordance with the respective principal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders. (c) With respect to the Multi-Currency Lenders, except to the extent otherwise provided herein: (i) each borrowing from the Multi-Currency Lenders under Section 2.01 hereof shall be made from the Multi-Currency Lenders, each payment of interest on Revolving Loans by the Borrower commitment fees under Section 2.03 hereof shall be made for the account of the Multi-Currency Lenders, and each termination or reduction of the Multi-Currency Commitments under Section 2.02 hereof shall be applied to the Multi-Currency Commitments of the Multi-Currency Lenders, pro rata according to the Multi-Currency Lenders’ respective percentages of the Multi-Currency Commitments and (ii) each payment by the Company of principal of or interest on Multi-Currency Loans (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made to the Multi-Currency Payment Agent, in each case for the account of the Multi-Currency Lenders and pro rata in accordance with the respective unpaid principal amounts of interest on such Multi-Currency Loans then due and payable to (whether denominated in Dollars or other currency) held by the respective Multi-Currency Lenders; . (d) Any reduction of the Conversion Commitments under Section 2.02(b) or 3.02(c) and Continuation any mandatory prepayment under Section 3.02(b) shall be applied ratably to the US$ Commitments, US$-Canadian Commitments and the Multi-Currency Commitments. (e) With respect to the Term Lenders, except to the extent otherwise provided herein: (i) the borrowing from the Term Lenders under Section 2.01 hereof shall be made from the Term Lenders, pro rata according to the Term Lenders’ respective percentages of Revolving the Initial Term Commitments or Incremental Term Loans, as the case may be, (ii) each payment (or prepayment) by the Company of principal or interest on Initial Term Loans or Incremental Term Loans, as the case may be, of a particular Type (other than Conversions payments in respect of Loans of individual Lenders provided for by Section 4.66 hereof) shall be made to the Administrative Agent for the account of the Initial Term Lenders or Incremental Term Lenders, as applicable, pro rata in accordance with the respective unpaid principal amounts of such Initial Term Loans or Incremental Term Loans held by the Initial Term Lenders or Incremental Term Lenders, as applicable, and (iii) each conversion of Initial Term Loans or Incremental Term Loans, as the case may be, of a particular Type (other than conversions of Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made pro rata among the Initial Term Lenders or Incremental Term Lenders, as applicable, in each case, in accordance with the respective principal amounts of such Initial Term Loans or Incremental Term Loans held by the Initial Term Lenders or Incremental Term Lenders, as applicable. (f) Each prepayment by the Company of the Term Loans as provided by Section 3.02 hereof shall be applied pro rata to the Term Loans and to the installments of the Term Loans, pro rata according to the then outstanding amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)thereof.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections Section 2.1(a), 2.2(e) and 2.3(eSection 2.2(e) shall be made from the Lenders, each payment of the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 2.10 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower Borrowers shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that if immediately prior to giving effect to any such payment in respect of any Loans the outstanding principal amount of the Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made, then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata in accordance with their respective Commitments; (c) each payment of interest on Revolving Loans by the Borrower Borrowers shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the making, Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Commitments (in the case of making of Loans, ) or their respective Loans (in the case of Conversions and Continuations of Loans) and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; and (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided herein: (ai) each borrowing from the Lenders under Sections 2.1(a(x) other than with respect any Syndicated Borrowing requested pursuant to Section 2.20(a)(i), 2.2(e) and 2.3(e) each Syndicated Borrowing of a Class shall be made from the LendersLenders of such Class of Commitments, (y) other than the payment of a commitment fee to a Non-Extending Lender on the earlier of the date its Commitments terminate and its applicable Non-Extended Commitment Termination Date, each payment of the Fees commitment fee under Section 3.6(a) and the first sentence of Section 3.6(b) 2.11 shall be made for the account of the Lenders of the applicable LendersClass, and (z) other than with respect to any termination or reduction of Commitments or prepayment of Loans in accordance with Section 2.08(f), each termination or reduction of the amount of the Revolving Commitments of a Class under Section 2.11 2.08 shall be applied to the respective Revolving Commitments of the LendersLenders of such Class, in each case pro rata according to the amounts of their respective Revolving CommitmentsCommitments of such Class; (bii) other than with respect to any Syndicated Borrowing requested pursuant to Section 2.20(a)(i), each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) other than in connection with a termination or reduction of Commitments or prepayment of Loans in accordance with Section 2.08(f), the payment of a Non-Extending Lender’s Non-Extended Loans on such Non-Extending Lender’s Non-Extended Final Maturity Date pursuant to Section 2.09(a) or a mandatory prepayment pursuant to Section 2.10(d), each payment or prepayment of principal of Revolving Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Syndicated Loans of such Class held by them; and (civ) other than the payment of interest to a Non-Extending Lender on the earlier of the date its Commitments terminate and its applicable Non-Extended Final Maturity Date, each payment of interest on Revolving Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by . Each Syndicated Borrowing requested pursuant to Section 4.62.20(a)(i) shall be made from each Extending Lender and Non-Extending Lender for which the Non-Extending Commitment Termination Date shall not have occurred on a pro rata among the Lenders basis according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion Commitments. Any termination or reduction of each such Loan Commitments or prepayment of such Type shall be coterminous; Loans made in accordance with Section 2.08(f) (e) the Lenders’ participation in, and including any payment obligations or prepayment of principal of Syndicated Loans in respect of, Letters of Credit under Section 2.2connection therewith), shall be applied to the applicable Non-Extending Lender(s) on a pro rata basis according to the amounts of their respective Commitments or Loans, as applicable, any payment of Non-Extended Loans on a Non-Extended Final Maturity Date pursuant to Section 2.09(a) shall be made for the account of each Non-Extending Lender for which the applicable Non-Extended Final Maturity Date shall have occurred pro rata in accordance with their the respective Revolving Commitments; unpaid principal amounts of the Non-Extended Loans held by them and (fany mandatory prepayment of Non-Extended Loans pursuant to Section 2.10(d) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be made for account of each Non-Extending Lender for which the applicable Non-Extended Commitment Termination Date shall have occurred pro rata in accordance with their the respective Revolving Commitments. All payments of principal, interest, fees and other unpaid principal amounts in respect of the Swingline Non-Extended Loans shall be for held by them. For the account avoidance of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e)doubt, in which case such no payments shall be pro rata in accordance with allocated solely to Non-Extending Lenders following the occurrence and during the continuance of an Event of Default and the Adjusted Gross Borrowing Base exceeds the Covered Debt Amount at such participating interests)time.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ai) prior to the Step-Up Date, each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Borrowing shall be made from the Lenders, each payment of the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Initial Commitments under Section 2.11 2.08 shall be applied to the respective Revolving Initial Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Initial Commitments; (bii) on and after the Step-Up Date, each Borrowing shall be made from the Lenders, and each termination or reduction of the amount of the Commitments under Section 2.08 shall be applied to the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments; (iii) each Borrowing shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments (in the case of the making of Loans) or their respective Loans that are to be included in such Borrowing (in the case of conversions and continuations of Loans); provided that prior to the Step-Up Date, each Borrowing shall be allocated pro rata among the Lenders according to the amounts of their respective Initial Commitments; (iv) each payment of commitment fee under Section 2.11 shall be made for the account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (v) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; and (cvi) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided hereinin this Agreement: (a) each borrowing from the Lenders Borrowing of Loans under Sections 2.1(a), 2.2(e) Section 2.01 and 2.3(e) Section 2.02 shall be made from the Lenders, Lenders and each payment of the Commitment Fees under Section 3.6(aSections 2.05(a) and the first sentence of Section 3.6(b(b) shall be made for the account of the applicable Lenders, Lenders on a pro rata basis (based on their respective Loan Commitments) and each termination or reduction the payment of the amount Letter of the Revolving Commitments Credit Participation Fees under Section 2.11 2.05(d), (b) the Conversion and Continuation of Loans of a particular Type (other than Conversions provided for by Section 5.03) shall be applied to the respective Revolving Commitments of the Lenders, in each case made pro rata among the Lenders according to the amounts of their respective Revolving Commitments; Loan Commitments and the then current Interest Period for each Loan of such Type shall be coterminous, (bc) except as otherwise specified herein, each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; provided, that if immediately prior to giving effect to any such payment in respect of any Loan, the outstanding principal amount of the Loans shall not be held by the Lenders pro rata in accordance with their respective Loan Commitments in effect at the time such Loans were made (cby reason of a failure of a Lender to make a Loan in the circumstances described in the last paragraph of Section 11.04), then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata in accordance with their respective Loan Commitments and (d) each payment of interest on Revolving the Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided herein: (ai) each borrowing from the Lenders under Sections 2.1(a(x) other than with respect to any Borrowing requested pursuant to Section 2.18(a), 2.2(e) and 2.3(e) each Borrowing of a Class shall be made from the LendersLenders of such Class, (y) other than the payment of a commitment fee to a Non-Extending Lender on the Non-Extending Revolver Termination Date, each payment of the Fees a commitment fee under Section 3.6(a) and the first sentence of Section 3.6(b) 2.09 shall be made for the account of the Lenders of the applicable LendersClass, and (z) other than with respect to any termination or reduction of Commitments in accordance with Section 2.06(f), each termination or reduction of the amount of the Revolving Commitments of a Class under Section 2.11 2.06, Section 2.08 or otherwise shall be applied to the respective Revolving Commitments of the LendersLenders of such Class, in each case pro rata according to the amounts of their respective Revolving CommitmentsCommitments of such Class; (bii) other than with respect to any Borrowing requested pursuant to Section 2.18(a), each Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Applicable Percentage of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) other than in connection with a termination or reduction of Commitments in accordance with Section 2.06(f), the payment of a Non-Extending Lender’s Non-Extending Loans on the Non-Extending Maturity Date pursuant to Section 2.07(a), a mandatory prepayment pursuant to Section 2.08(d), or the payment of a Non-Extending Lender’s Non-Extending Loans pursuant to Section 2.18, each payment or prepayment of principal of Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of Sections 2.08(e) and (f)); and (iv) other than the payment of interest to a Non-Extending Lender on its applicable Non-Extending Maturity Date, each payment of interest on Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders such Class pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders (which may, for the avoidance of doubt, be different amounts and percentages as between the Non-Extending Lenders and the Extending Lenders); provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (dif otherwise permitted hereunder) and may use the Conversion and Continuation proceeds of Revolving such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make a particular Type (other than Conversions provided for by Multicurrency Borrowing in an Agreed Foreign Currency. Each Borrowing requested pursuant to Section 4.62.18(a) shall be made from each Extending Lender on a pro rata among the Lenders basis according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion Commitments. Any termination or reduction of each such Loan Commitments in accordance with Section 2.06(f) (including any payment or prepayment of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations principal of Loans in respect of, Letters of Credit under Section 2.2connection therewith), shall be applied to each Non-Extending Lender on a pro rata basis according to the amounts of its Commitments or Loans, as applicable, any payment of Non-Extending Loans on the Non-Extending Maturity Date pursuant to Section 2.07(a) shall be made for the account of each Non-Extending Lender pro rata in accordance with their the respective Revolving Commitments; and (f) unpaid principal amounts of the Lenders’ participation inNon-Extending Loans held by it, and payment obligations in respect of, Swingline any mandatory prepayment of Non-Extending Loans under pursuant to Section 2.3, 2.08(d) shall be made for the account of each Non-Extending Lender pro rata in accordance with their the respective Revolving Commitments. All payments of principal, interest, fees and other unpaid principal amounts in respect of the Swingline Non-Extending Loans shall be for held by it. For the account avoidance of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e)doubt, in which case such no payments shall be pro rata in accordance with such participating interests)allocated solely to Non-Extending Lenders following the occurrence and during the continuance of a Default or Event of Default.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ai)(x) each borrowing from the Lenders under Sections 2.1(aother than with respect to any Syndicated Borrowing requested pursuant to Section 2.21(a)(i), 2.2(e) and 2.3(e) each Syndicated Borrowing of a Class shall be made from the LendersLenders of such Class of Commitment, (y) other than the payment of a commitment fee to a Non-Extending Lender on the earlier of the date its Commitments terminate and its applicable Non-Extended Commitment Termination Date, each payment of the Fees commitment fee under Section 3.6(a) and the first sentence of Section 3.6(b) 2.11 shall be made for the account of the Lenders of the applicable LendersClass, and (z) other than with respect to any termination or reduction of Commitments or prepayment of Loans in accordance with Section 2.08(f), each termination or reduction of the amount of the Revolving Commitments of a Class under Section 2.11 2.08 shall be applied to the respective Revolving Commitments of the LendersLenders of such Class, in each case pro rata according to the amounts of their respective Revolving CommitmentsCommitments of such Class; (bii) other than with respect to any Syndicated Borrowing requested pursuant to Section 2.21(a)(i) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) other than in connection with a termination or reduction of Commitments or prepayment of Loans in accordance with Section 2.08(f), the payment of a Non-Extending Lender’s Non-Extended Loans on such Non-Extending Lender’s Non-Extended Final Maturity Date pursuant to Section 2.09(a) or a mandatory prepayment pursuant to Section 2.10(d), each payment or prepayment of principal of Revolving Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Syndicated Loans of such Class held by them; and (civ) other than the payment of interest to a Non-Extending Lender on the earlier of the date its Commitments terminate and its applicable Non-Extended Final Maturity Date, each payment of interest on Revolving Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by . Each Syndicated Borrowing requested pursuant to Section 4.62.21(a)(i) shall be made from each Extending Lender and Non-Extending Lender for which the Non-Extending Commitment Termination Date shall not have occurred on a pro rata among the Lenders basis according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion Commitments. Any termination or reduction of each such Loan Commitments or prepayment of such Type shall be coterminous; Loans made in accordance with Section 2.08(f) (e) the Lenders’ participation in, and including any payment obligations or prepayment of principal of Syndicated Loans in respect of, Letters of Credit under Section 2.2connection therewith), shall be applied to the applicable Non-Extending Lender(s) on a pro rata basis according to the amounts of their respective Commitments or Loans, as applicable. Any payment of Non-Extended Loans on a Non-Extended Final Maturity Date pursuant to Section 2.09(a) shall be made for the account of each Non-Extending Lender for which the applicable Non-Extended Final Maturity Date shall have occurred pro rata in accordance with their the respective Revolving Commitments; unpaid principal amounts of the Non-Extended Loans held by them and (fany mandatory prepayment of Non-Extended Loans pursuant to Section 2.10(d) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be made for account of each Non-Extending Lender for which the applicable Non-Extended Commitment Termination Date shall have occurred pro rata in accordance with their the respective Revolving Commitments. All payments of principal, interest, fees and other unpaid principal amounts in respect of the Swingline Non-Extended Loans shall be for held by them. For the account avoidance of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e)doubt, in which case such no payments shall be pro rata in accordance with allocated solely to Non-Extending Lenders following the occurrence and during the continuance of a Default or Event of Default or at any time the Borrowing Base exceeds the Covered Debt Amount plus the Net Revolving Exposure at such participating interests)time.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing of Loans from the Lenders Banks under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 hereof shall be made from the LendersBanks, each payment of the Fees commitment fee under Section 3.6(a) and the first sentence 2.05 hereof in respect of Section 3.6(b) Commitments shall be made for the account of the applicable LendersBanks, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 2.04 hereof shall be applied to the respective Revolving Commitments of the LendersBanks, in each case pro rata according to the amounts of their respective Revolving Commitments; (b) the making, Conversion and Continuation of Loans of a particular Type (other than Conversions provided for by Section 5.04 hereof) shall be made pro rata among the Banks according to the amounts of their respective Commitments (in the case of the making of Loans) or their respective Loans (in the case of Conversions and Continuations of Loans) and the then current Interest Period for each Eurodollar Loan shall be coterminous; (c) each payment or prepayment of principal of Revolving Loans by the Borrower Company shall be made for the account of the Lenders Banks pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; PROVIDED that if immediately prior to giving effect to any such payment in respect of any Loans the outstanding principal amount of the Loans shall not be held by the Banks pro rata in accordance with their respective Commitments in effect at the time such Loans were made (cwhether by reason of a failure of a Bank to make a Loan hereunder in the circumstances described in the last paragraph of Section 12.04 hereof or otherwise), then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Banks pro rata in accordance with their respective Commitments; and (d) each payment of interest on Revolving Loans by the Borrower Company shall be made for the account of the Lenders Banks pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)Banks.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing of Ratable Loans from the Lenders Banks under Sections 2.1(a2.01(b), 2.2(e2.03(b)(3) and 2.3(e2.16(h) shall be made from the LendersBanks, each payment of the Fees fees under Section 3.6(aSections 2.08, 2.16(g)(i) and the first sentence of Section 3.6(b) 2.17 shall be made for the account of the applicable LendersBanks, and each termination or reduction of the amount of the Revolving Loan Commitments under Section 2.11 2.15(a) shall be applied to the respective Revolving Loan Commitments of the LendersBanks, in each case pro rata according to the amounts of their respective Revolving Loan Commitments; (b) each payment or prepayment of principal of Revolving Ratable Loans by the Borrower shall be made for the account of the Lenders Banks pro rata in accordance with the respective unpaid principal amounts of the Revolving Ratable Loans held by them, provided that, subject to Section 12.19, if immediately prior to giving effect to any such payment in respect of any Ratable Loans the outstanding principal amount of the Ratable Loans shall not be held by the Banks in accordance with their respective Pro Rata Shares in effect at the time such Ratable Loans were made, then such payment shall be applied to the Ratable Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Ratable Loans being held by the Banks in accordance with such respective Pro Rata Shares; (c) each payment of interest on Revolving Ratable Loans by the Borrower shall be made for the account of the Lenders Banks pro rata in accordance with the amounts of interest on such Ratable Loans then due and payable to the respective LendersBank; (d) the Conversion and Continuation of Revolving Ratable Loans of a particular Type (other than Conversions provided for by Section 4.6Sections 3.01, 3.02, 3.03 and 3.04) shall be made pro rata among the Lenders Banks according to the amounts of their respective Revolving Ratable Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the LendersBanks’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.03(b)(4) shall be in accordance with their respective Pro Rata Shares; and (f) the Banks’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, 2.16(h) shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)Pro Rata Shares.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.1 shall be made from the Lenders, each payment of the Fees fees under Section 3.6(aSections 3.5(a), 3.5(b) and the first sentence of Section 3.6(b3.5(c) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 2.14 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that if immediately prior to giving effect to any such payment in respect of any Loans the outstanding principal amount of the Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made, then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata in accordance with their respective Commitments; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; and (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.65.1) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, Loans and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; . Any payment or prepayment of principal or interest made (ei)(A) during the Lenders’ participation in, and payment obligations in respect of, Letters existence of Credit under a Default or Event of Default or (B) pursuant to Section 2.22.9(b)(ii), shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be made for the account of the Swingline Lender only Lenders in accordance with the order set forth in Section 11.5 and (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan ii) pursuant to Section 2.3(e2.9(b)(i), in which case such payments shall be pro rata made for the account of the Lenders holding Commitments (or, if the Commitments have been terminated, holding Loans, in accordance with such participating interests)the order set forth in Section 11.5.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ai) each borrowing from the Lenders under Sections 2.1(a(x) other than with respect to any Borrowing requested pursuant to Section 2.18(a), 2.2(e) and 2.3(e) each Borrowing of a Class shall be made from the LendersLenders of such Class, (y) other than the payment of a commitment fee to a Non-Extending Lender on the Non-Extending Revolver Termination Date, each payment of the Fees a commitment fee under Section 3.6(a) and the first sentence of Section 3.6(b) 2.09 shall be made for the account of the Lenders of the applicable LendersClass, and (z) other than with respect to any termination or reduction of Commitments in accordance with Section 2.06(f), each termination or reduction of the amount of the Revolving Commitments of a Class under Section 2.11 2.06, Section 2.08 or otherwise shall be applied to the respective Revolving Commitments of the LendersLenders of such Class, in each case pro rata according to the amounts of their respective Revolving CommitmentsCommitments of such Class; (bii) other than with respect to any Borrowing requested pursuant to Section 2.18(a), each Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Applicable Percentage of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) other than in connection with a termination or reduction of Commitments in BUSINESS.29745768.5 accordance with Section 2.06(f), the payment of a Non-Extending Lender’s Non-Extending Loans on the Non-Extending Maturity Date pursuant to Section 2.07(a), a mandatory prepayment pursuant to Section 2.08(d), or the payment of a Non-Extending Lender’s Non-Extending Loans pursuant to Section 2.18, each payment or prepayment of principal of Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of Sections 2.08(e) and (f)); and (iv) other than the payment of interest to a Non- Extending Lender on its applicable Non-Extending Maturity Date, each payment of interest on Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders such Class pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders (which may, for the avoidance of doubt, be different amounts and percentages as between the Non-Extending Lenders and the Extending Lenders); provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (dif otherwise permitted hereunder) and may use the Conversion and Continuation proceeds of Revolving such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make a particular Type (other than Conversions provided for by Multicurrency Borrowing in an Agreed Foreign Currency. Each Borrowing requested pursuant to Section 4.62.18(a) shall be made from each Extending Lender on a pro rata among the Lenders basis according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion Commitments. Any termination or reduction of each such Loan Commitments in accordance with Section 2.06(f) (including any payment or prepayment of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations principal of Loans in respect of, Letters of Credit under Section 2.2connection therewith), shall be applied to each Non-Extending Lender on a pro rata basis according to the amounts of its Commitments or Loans, as applicable, any payment of Non-Extending Loans on the Non-Extending Maturity Date pursuant to Section 2.07(a) shall be made for the account of each Non-Extending Lender pro rata in accordance with their the respective Revolving Commitments; and (f) unpaid principal amounts of the Lenders’ participation inNon-Extending Loans held by it, and payment obligations in respect of, Swingline any mandatory prepayment of Non-Extending Loans under pursuant to Section 2.3, 2.08(d) shall be made for the account of each Non-Extending Lender pro rata in accordance with their the respective Revolving Commitments. All payments of principal, interest, fees and other unpaid principal amounts in respect of the Swingline Non-Extending Loans shall be for held by it. For the account avoidance of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e)doubt, in which case such no payments shall be pro rata in accordance with such participating interests)allocated solely to Non-Extending Lenders following the occurrence and during the continuance of a Default or Event of Default.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) shall be made from the Lenders, each payment of the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made for the account of the applicable LendersRevolving Loan borrowing, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of any Revolving Loans Loan, each payment of fees (other than the Administrative Fees retained by the Borrower shall be made Administrative Agent for the account its own account), each reduction of the Lenders Revolving Committed Amount, and each conversion or continuation of any Revolving Loan, shall (except as otherwise provided in Section 3.11) be allocated pro rata among the relevant Lenders in accordance with the respective unpaid Revolving Loan Commitment Percentages of such Lenders (or, if the Commitments of such Lenders have expired or been terminated, in accordance with the respective principal amounts of the Revolving outstanding Loans held by them; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan Participation Interests of such Type shall be coterminousLenders); (e) the Lenders’ participation inprovided that, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent if any Lender shall have acquired and funded a participating interest in failed to pay its applicable pro rata share of any Revolving Loan, then any amount to which such Swingline Loan Lender would otherwise be entitled pursuant to this Section 2.3(e)3.7 shall instead be payable to the Administrative Agent until the share of such Revolving Loan not funded by such Lender has been repaid; provided further, that in which case the event any amount paid to any Lender pursuant to this Section 3.7 is rescinded or must otherwise be returned by the Administrative Agent, each Lender shall, upon the request of the Administrative Agent, repay to the Administrative Agent the amount so paid to such payments shall be pro rata in accordance Lender, with interest for the period commencing on the date such participating interests)payment is returned by the Administrative Agent until the date the Administrative Agent receives such repayment at a rate per annum equal to, during the period to but excluding the date two Business Days after such request, the Federal Funds Rate, and thereafter, the Base Rate plus two percent (2%) per annum.

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: (ai) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.1 shall be made from the Lenders, each payment of the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case Lenders pro rata according to the amounts of their respective Revolving CommitmentsCommitment Percentages; (bii) each payment or prepayment of principal of Revolving Loans by the Borrower and each payment of the Fees under Section 2.12 shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that, with respect to any optional prepayment pursuant to Section 2.7, such prepayments shall be applied to the Base Rate Loans and/or groups of LIBOR Rate Loans with the same Interest Period at the direction of the Borrower in its reasonable discretion; (ciii) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts amount of interest on such Loans then due and payable to the respective Lenders; and (div) the making, Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Commitments (in the case of making of Loans, ) or their respective Loans (in the case of Conversions and Continuations of Loans) and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; . (eb) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.1, Section 2.15 or Section 11.7, then the Lenders’ participation inAgent shall (notwithstanding any contrary provision hereof), and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (fi) apply any amounts thereafter received by the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the Swingline Lender only case of each of (except to the extent any Lender shall have acquired i) and funded a participating interest (ii) above, in any such Swingline Loan pursuant to Section 2.3(e), order as determined by the Agent in which case such payments shall be pro rata in accordance with such participating interests)reasonable discretion.

Pro Rata Treatment. Except (a) With respect to the US$ Lenders, except to the extent otherwise provided herein: (ai) each borrowing from the US$ Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 hereof shall be made from the US$ Lenders, each payment of the Fees commitment fees under Section 3.6(a) and the first sentence of Section 3.6(b) 2.03 hereof shall be made for the account of the applicable US$ Lenders, and each termination or reduction of the amount of the Revolving US$ Commitments under Section 2.11 2.02 hereof shall be applied to the respective Revolving US$ Commitments of the US$ Lenders, in each case pro rata PRO RATA according to the amounts US$ Lenders' respective percentages of their respective Revolving the US$ Commitments; , (bii) each payment or prepayment by a Borrower of principal of Revolving or interest on US$ Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by the Borrower Section 6 hereof) shall be made to the Administrative Agent for the account of the US$ Lenders pro rata PRO RATA in accordance with the respective unpaid principal amounts of the Revolving such US$ Loans held by them; the US$ Lenders and (iii) each conversion of US$ Loans of a particular Type (other than conversions of Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made PRO RATA among the US$ Lenders in accordance with the respective principal amounts of such US$ Loans held by the US$ Lenders. (b) With respect to the US$-Canadian Lenders, except to the extent otherwise provided herein: (i) each borrowing from the US$-Canadian Lenders under Section 2.01 hereof shall be made from the US$-Canadian Lenders and each termination or reduction of the US$-Canadian Commitments under Section 2.02 hereof shall be applied to the US$-Canadian Commitments of the US$-Canadian Lenders, PRO RATA according to the US$-Canadian Lenders' respective percentages of the US$-Canadian Commitments, (ii) each payment by a Borrower of principal of or interest on US$-Canadian Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made to the Administrative Agent for the account of the US$-Canadian Lenders PRO RATA in accordance with the respective unpaid principal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders and (iii) each conversion of US$-Canadian Loans of a particular Type (other than conversions of Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made PRO RATA among the US$-Canadian Lenders in accordance with the respective principal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders. (c) With respect to the Multi-Currency Lenders, except to the extent otherwise provided herein: (i) each borrowing from the Multi-Currency Lenders under Section 2.01 hereof shall be made from the Multi-Currency Lenders, each payment of interest on Revolving Loans by the Borrower commitment fees under Section 2.03 hereof shall be made for the account of the Multi-Currency Lenders, and each termination or reduction of the Multi-Currency Commitments under Section 2.02 hereof shall be applied to the Multi-Currency Commitments of the Multi-Currency Lenders, PRO RATA according to the Multi-Currency Lenders' respective percentages of the Multi-Currency Commitments and (ii) each payment by a Borrower of principal of or interest on Multi-Currency Loans (other than payments in respect of Loans of individual Lenders pro rata provided for by Section 6 hereof) shall be made to the Multi-Currency Payment Agent, in each case for the account of the Multi-Currency Lenders and PRO RATA in accordance with the respective unpaid principal amounts of interest on such Multi-Currency Loans then due and payable to (whether denominated in Dollars or other currency) held by the respective Multi-Currency Lenders; . (d) Any reduction of the Conversion Commitments under Section 2.02(b) or 3.02(c) and Continuation any mandatory prepayment under Section 3.02(b) shall be applied ratably to the US$ Commitments, US$-Canadian Commitments and the Multi-Currency Commitments. (e) With respect to the Term Lenders, except to the extent otherwise provided herein: (i) the borrowing from the Term Lenders under Section 2.01 hereof shall be made from the Term Lenders, PRO RATA according to the Term Lenders' respective percentages of Revolving the Term Commitments, (ii) each payment (or prepayment) by the Company of principal or interest on Term Loans of a particular Type (other than Conversions payments in respect of Loans of individual Lenders provided for by Section 4.66 hereof) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be Administrative Agent for the account of the Swingline Lender only Term Lenders, PRO RATA in accordance with the respective unpaid principal amounts of such Term Loans held by the Term Lenders and (except to the extent any Lender shall have acquired and funded iii) each conversion of Term Loans of a participating interest in any such Swingline Loan particular Type (other than conversions of Loans of individual Lenders pursuant to Section 2.3(e)6.04 hereof) shall be made PRO RATA among the Term Lenders, in which case such payments shall be pro rata each case, in accordance with the respective principal amounts of such participating interests)Term Loans held by the Term Lenders. (f) Each prepayment by the Company of the Term Loans as provided by Section 3.02 hereof shall be applied PRO RATA to the Term Loans and to the installments of the Term Loans, PRO RATA according to the then outstanding amounts thereof.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) making of Loans of a particular Class (other than Competitive Loans and 2.3(eSwingline Loans) shall be made from the Lenders, each payment of the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata among the Banks according to the amounts of their respective Revolving Commitments; Commitments (without taking into account any Competitive Loans or Swingline Loans) and the then current Interest Period of Loans of a particular Class and Series shall be coterminous; (b) except as otherwise provided in Section 5.04 hereof, Eurodollar Loans having the same Interest Period shall be allocated pro rata among the Banks according to the amounts of their respective Commitments (in the case of the making of Loans) or their respective Loans (in the case of Conversions and Continuations of Loans); (c) each payment or prepayment of principal of Revolving Loans by the Borrower of a particular Class and Series shall be made for the account of the Lenders Banks pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class and Series held by them; the Banks; (cd) each payment of interest on Revolving Loans by the Borrower of a particular Class and Series shall be made for the account of the Lenders Banks pro rata in accordance with the amounts of interest on Loans of such Loans Class and Series then due and payable to the respective Lenders; Banks; (de) each termination or reduction of the Conversion and Continuation amount of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) the Commitments shall be made applied to the Commitments of the Banks, pro rata among the Lenders according to the respective amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion Commitments of each such Loan of such Type shall be coterminousthe Banks; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and and (f) notwithstanding the Lenders’ participation inforegoing, Borrowings, payments and payment obligations in respect of, Swingline prepayments of Competitive Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except made without regard to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to foregoing provisions of this Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)4.02.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders of Syndicated Loans under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 hereof shall be made from the LendersBanks, each payment of the Fees facility fee under Section 3.6(a) and the first sentence of Section 3.6(b) 2.05 hereof shall be made for the account of the applicable LendersBanks, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 2.04 hereof shall be applied to the respective Revolving Commitments of the LendersBanks, in each case pro rata according to the amounts of their respective Revolving Commitments; (b) the making, Conversion and Continuation of Loans of a particular Type (other than Conversions provided for by Section 5.04 hereof) shall be made pro rata among the Banks according to the amounts of their respective Commitments (in the case of making of Loans) or their respective Loans (in the case of Conversions and Continuations of Loans), and the then current Interest Period for each Loan of such Type shall be coterminous; (c) each payment or prepayment of principal of Revolving Syndicated Loans by the Borrower Company shall be made for the account of the Lenders Banks pro rata in accordance with the respective unpaid principal amounts of the Revolving Syndicated Loans held by them; provided that if immediately prior to giving effect to any such payment in respect of any Syndicated Loans the outstanding principal amount of the Syndicated Loans shall not be held by the Banks pro rata in accordance with their respective Commitments in effect at the time such Loans were made (cby reason of a failure of a Bank to make a Loan hereunder in the circumstances described in the last paragraph of Section 11.04 hereof), then such payment shall be applied to the Syndicated Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Syndicated Loans being held by the Banks pro rata in accordance with their respective Commitments; and (d) each payment of interest on Revolving Syndicated Loans by the Borrower Company shall be made for the account of the Lenders Banks pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Banks. Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests).Agreement

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(aSection 2.1.(a), 2.2(e2.3.(d) and 2.3(e2.4.(e) shall be made from the Lenders, each payment of the Fees under Section 3.6(a3.6.(a) and under the first sentence of Section 3.6(b3.6.(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 2.13. shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the making of Term Loans under Section 2.2.(a) shall be made from the applicable Lenders, pro rata according to the amounts of their respective Term Commitments; (e) each payment or prepayment of principal of Term Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Term Loans held by them; (f) each payment of interest on Term Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on the Term Loans then due and payable to the respective applicable Lenders; (g) the Conversion and Continuation of Revolving Loans or Term Loans of a particular Type (other than Conversions provided for by Section 4.65.6.) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans or Term Loans, as applicable, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (eh) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.22.4., shall be pro rata in accordance with their respective Revolving Commitments; and (fi) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3., shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e2.3.(e), in which case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(aSection 2.1.(a), 2.2(e2.3.(d) and 2.3(e2.4.(e) shall be made from the Lenders, each payment of the Fees under Section 3.6(a3.6.(a) and under the first sentence of Section 3.6(b3.6.(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 2.12. shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments and Tranche B Term Loan Commitments, as applicable; (b) each borrowing from the Lenders under Section 2.2.(b) shall be made from the Lenders pro rata according to amount of their respective Tranche B Term Loan Commitments; (bc) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; (cd) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (de) each payment or prepayment of principal of Term Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Term Loans held by them; (f) each payment of interest on Term Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on the Term Loans then due and payable to the respective applicable Lenders; (g) the Conversion and Continuation of Revolving Loans or Term Loans of a particular Type (other than Conversions provided for by Section 4.6.) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans or Term Loans, as applicable, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (eh) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.22.4., shall be pro rata in accordance with their respective Revolving Commitments; and (fi) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3., shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e2.3.(e), in which case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing of Loans of a particular Class from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 shall be made from the relevant Lenders, each payment of the Fees commitment fee under Section 3.6(a) and the first sentence 2.05 in respect of Section 3.6(b) Commitments of a particular Class shall be made for the account of the applicable relevant Lenders, and each termination or reduction of the amount of the Revolving Commitments of a particular Class under Section 2.11 2.04 shall be applied to the respective Revolving Commitments of such Class of the relevant Lenders, in each case pro rata according to the amounts of their respective Commitments of such Class; provided, however, that Swing Loans shall be made only by, and interest thereon shall be paid by Borrower only to, the Swing Loan Lender (subject to such Lender's obligations in respect of any participation therein purchased by the other Revolving CommitmentsCredit Lenders as provided in Section 2.01(f)); (b) except as otherwise provided in Section 5.04, LIBOR Loans of any Class having the same Interest Period shall be allocated pro rata among the relevant Lenders according to the amounts of their respective Revolving Credit and Term Loan Commitments (in the case of the making of Loans) or their respective Revolving Credit and Term Loans (in the case of Conversions and Continuations of Loans); (c) each payment or prepayment of principal of Revolving Credit Loans or Term Loans by the Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid outstanding principal amounts of the Revolving Loans of such Class held by them; and (cd) each payment of interest on Revolving Credit Loans and Term Loans by the Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Loan shall be made from by the LendersLenders holding Commitments for such Loan, each payment of the Fees commitment fees under Section 3.6(aSections 2.5 hereof and letter of credit fees under Subsection 2.7(c) and the first sentence of Section 3.6(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower hereof shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts holding Revolving Commitments, and each termination or reduction of the Revolving Loans held by them; (c) each payment of interest on Revolving Loans by the Borrower Commitments shall be made for applied to the account Commitments of the Lenders holding the applicable Commitments, pro rata in accordance according to their respective Commitment Percentages (calculated with the amounts of interest on such Loans then due and payable respect to the respective LendersCommitments for the Loans in questions only); (d) the Conversion b)the making, Conversion, and Continuation of Revolving Loans Accounts of a particular Type (other than Conversions provided for by Section 4.66.4 hereof) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan holding Accounts of such Type according to their respective Commitment Percentages (calculated with respect to the Commitments for the Loans in question only); (c)each payment and prepayment of principal of or interest on Loans or Reimbursement Obligations by the Borrower shall be coterminous; made to the Administrative Agent for the account of the Administrative Agent or the Lenders holding such Loans or Reimbursement Obligations (eor participation interests therein) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their the respective Revolving Commitmentsunpaid principal amounts of such Loans or participation interests held by the Administrative Agent or such Lenders; provided that as long as no default in the payment of interest exists, payments of interest made when Lenders are holding different types of Accounts applicable to the same Loan as a result of the application of Section6.4, shall be made to the Lenders in accordance with the amount of interest owed to each; and (fd)the Lenders holding Revolving Commitments (other than the Administrative Agent) shall purchase from the Lenders’ participation in, and payment obligations Administrative Agent participations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments the Letters of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except Credit to the extent of their respective Commitment Percentages (calculated with respect to the Revolving Commitments only). If at any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e)time payment, in which case whole or in part, of any amount distributed by the Administrative Agent hereunder is rescinded or must otherwise be restored or returned by Administrative Agent as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, then each Person receiving any portion of such payments shall be pro rata in accordance with amount agrees, upon demand, to return the portion of such participating interests)amount it has received to the Administrative Agent.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Loan shall be made from by the LendersBanks, each payment of the Fees commitment fees under Section 3.6(aSECTIONS 2.5 and 3.5 hereof and letter of credit fees under SUBSECTION 2.7(c) and the first sentence of Section 3.6(b) hereof shall be made for the account of the applicable LendersBanks, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the LendersBanks, in each case pro rata according to the amounts of their respective Revolving CommitmentsCommitment Percentages; (b) the making, Conversion, and Continuation of Accounts of a particular Type (other than Conversions provided for by SECTION 6.4 hereof) shall be made pro rata among the Banks holding Accounts of such Type according to their respective Commitment Percentages; (c) each payment or and prepayment of principal of Revolving or interest on Loans or Reimbursement Obligations by the Borrower shall be made to the Agent for the account of the Lenders Agent or the Banks holding such Loans or Reimbursement Obligations (or participation interests therein) pro rata in accordance with the respective unpaid principal amounts of the Revolving such Loans or participation interests held by themthe Agent or such Banks; (cd) each payment proceeds of interest on Revolving Loans Collateral shall be shared by the Borrower shall be made for Agent and the account of the Lenders Banks pro rata in accordance with the respective unpaid principal amounts of and interest on such Loans the Obligations then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, Agent and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminousBanks; and (e) the Lenders’ participation in, and payment obligations Banks (other than the Agent) shall purchase from the Agent participations in respect of, the Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent of their respective Commitment Percentages. If at any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e)time payment, in which case whole or in part, of any amount distributed by the Agent hereunder is rescinded or must otherwise be restored or returned by Agent as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, then each Person receiving any portion of such payments shall be pro rata in accordance with amount agrees, upon demand, to return the portion of such participating interests)amount it has received to the Agent.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) shall be made from the Lenders, each payment of the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied Notwithstanding anything to the respective Revolving Commitments of the Lenderscontrary set forth herein, in each case pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal and interest received after the occurrence of Revolving Loans by the Borrower an Event of Default hereunder shall be made for the account of the Lenders distributed pro rata among the Banks, in accordance with the respective unpaid aggregate outstanding principal amounts amount of the Revolving Loans held by them; (c) Obligations owing to each payment of interest on Revolving Loans Bank divided by the aggregate outstanding principal amount of all Obligations. (b) Each Bank agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against any Borrower shall be made for the account (pursuant to §13 or otherwise), including a secured claim under Section 506 of the Lenders pro rata Bankruptcy Code or other security or interest arising from or in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect lieu of, Letters of Credit such secured claim, received by such Bank under Section 2.2any applicable bankruptcy, shall be pro rata in accordance with their respective Revolving Commitments; and insolvency or other similar law or otherwise, obtain payment (fvoluntary or involuntary) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans Notes, Loans, Reimbursement Obligations and other Obligations held by it (other than pursuant to §5.5, §5.6 or §5.8) as a result of which the unpaid principal portion of the Notes and the Obligations held by it shall be for proportionately less than the account unpaid principal portion of the Swingline Lender only (except Notes and the Obligations held by any other Bank, it shall be deemed to have simultaneously purchased from such other Bank a participation in the Notes and the Obligations held by such other Bank, so that the aggregate unpaid principal amount of the Notes and the Obligations and participations in Notes and Obligations held by each Bank shall be in the same proportion to the aggregate unpaid principal amount of the Notes and the Obligations then outstanding as the principal amount of the Notes and the Obligations held by it prior to such exercise of banker’s lien, setoff or counterclaim was to the principal amount of all Notes and Obligations outstanding prior to such exercise of banker’s lien, setoff or counterclaim; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this §29 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender shall Person holding such a participation in the Obligations deemed to have acquired been so purchased may exercise any and funded all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Person as fully as if such Person had made a participating interest Loan directly to the Borrower in any the amount of such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)participation.

Pro Rata Treatment. Except to the extent otherwise provided herein: herein (aincluding, without limitation, pursuant to transactions contemplated by Section 2.18, 2.19, 2.20, 2.21 or 9.04(b)(v)): (i) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Borrowing shall be made from the Lenders, each payment of the Fees commitment fee under Section 3.6(a) and the first sentence of Section 3.6(b) 2.09 shall be made for the account of the applicable Revolving Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 2.06 shall be applied to the respective Revolving Commitments of the Revolving Lenders, in each case pro rata according to the amounts of their respective Revolving CommitmentsCommitments of the applicable Class; (bii) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them; and (civ) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; (d) . Notwithstanding anything to the Conversion contrary in this Agreement, the Borrower may terminate 2022 Revolving Commitments and Continuation of repay 2022 Revolving Loans of on a particular Type (other than Conversions provided for by Section 4.6) shall be made non-pro rata among the Lenders according to the amounts of their respective basis and without terminating 2024 Revolving Commitments or repaying 2024 Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders as required under Sections 2.1(a), 2.2(e) and 2.3(e) shall be made from the LendersSection 3.02, each payment of the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made for the account of the applicable LendersBorrowing, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans by any Borrowing, each payment of interest on the Borrower Loans, each reduction of the Term Loan Commitments and each conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type shall be made for allocated pro rata among the account Lenders of the Lenders pro rata applicable Class in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective unpaid principal amounts of their outstanding Loans); provided that the Revolving Loans held by them; (c) each provisions of this Section 2.14 shall not be construed to apply to any payment of interest on Revolving Loans made by the Borrower shall be made for the account of the Lenders pro rata pursuant to and in accordance with the amounts express terms of interest on this Agreement. Each Lender agrees that in computing such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each such Loan Lender’s percentage of such Type Borrowing to the next higher or lower whole Dollar amount. Sharing of Setoffs . Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans as a result of which the unpaid principal portion of its Loans shall be coterminousproportionately less than the unpaid principal portion of the Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of the Loans and participations in Loans held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (ei) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the Lenders’ participation in, provisions of this Section 2.15 shall not be construed to apply to any payment made by the Borrower pursuant to and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower as to which the provisions of this Section 2.15 shall apply (f) provided, that if the Lenders’ applicable payment, assignment, sale or participation in, and payment obligations in respect of, Swingline Loans to the Borrower is expressly permitted under Section 2.310.04, the provisions of this Section 2.15 shall not be pro rata construed to apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in accordance a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with their respective Revolving Commitmentsrespect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation. All payments For the avoidance of doubt, neither this Section nor Section 2.14 shall limit the ability of the Borrower to (i) purchase and retire Term Loans pursuant to an open market purchase or a Dutch Auction or (ii) pay principal, interestfees, fees premiums and other amounts in interest with respect to Other Term Loans following the effectiveness of any Refinancing Amendment or any Extension Offer, as applicable, on a basis different from the Swingline Loans shall of such Class that will continue to be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan held by Lenders that were not Extending Lenders or Lenders pursuant to Section 2.3(e)such Refinancing Amendment, in which case such payments shall be pro rata in accordance with such participating interests)as applicable.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from Loan (other than the Lenders under Sections 2.1(a), 2.2(e) and 2.3(eSwingline Loan) shall be made from by the Lenders, each payment of the Fees Revolving Commitment Fee under Section 3.6(a) 3.7 and the first sentence letter of Section 3.6(bcredit fees under subsection 2.7(c) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving CommitmentsCommitment Percentages; (b) the making, Conversion, and Continuation of Loans of a particular Type (other than Conversions provided for by Section 5.4) shall be made pro rata among the Lenders holding Loans of such Type according to their respective Commitment Percentages; (c) each payment or and prepayment of principal of Revolving or interest on Loans or Reimbursement Obligations by the Borrower shall be made to the Agent for the account of the Agent or the Lenders holding such Loans or Reimbursement Obligations (or participation interests therein) pro rata in accordance with the respective unpaid principal amounts of such Loans or participation interests held by the Agent or such Lenders (provided that only the Agent shall be entitled to principal and interest on the Swingline Loan unless the other Lenders have funded their participations therein in accordance with subsection 2.8(c); (d) proceeds of any collateral shall be shared by the Agent and the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; (c) each payment of and interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans Obligations then due the Agent and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation inLenders (other than the Agent) shall purchase from the Agent and the Swingline Lender, and payment obligations respectively, participations in respect of, the Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent of their respective Commitment Percentages. If at any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e)time payment, in which case whole or in part, of any amount distributed by the Agent hereunder is rescinded or must otherwise be restored or returned by Agent as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, then each Person receiving any portion of such payments shall be pro rata in accordance with amount agrees, upon demand, to return the portion of such participating interests)amount it has received to the Agent.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(aSection 2.1.(a), 2.2(e2.2.(e) and 2.3(e2.3.(e) shall be made from the Lenders, each payment of the Fees under Section 3.6(a) and 3.5.(a), under Section 3.5.(b), under the first sentence of Section 3.6(b3.5.(c) and under Section 3.5.(d), shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 Sections 2.14. shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.64.5.) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, Loans and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.22.3., shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.32.2., shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e2.2.(e), in which case such payments shall be pro rata in accordance with such participating interests). Any payment or prepayment of principal or interest made during the existence of an Event of Default shall be made for the account of the Lenders in accordance with the order set forth in Section 9.5.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from Subject to the Lenders under Sections 2.1(a)express provisions of this Agreement which require, 2.2(e) and 2.3(e) shall or permit, differing payment to be made from the Lendersto Non-Defaulting Lenders as opposed to Defaulting Lenders and except as required under Section 3.02, each payment of the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made for the account of the applicable LendersBorrowing, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans by any Borrowing, each payment of interest on the Borrower Loans, each payment of the Commitment Fees, each payment of the LC Participation Fees, each reduction of the Commitments and each conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type shall be made for allocated pro rata among the account Lenders of the Lenders pro rata applicable Class in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective unpaid principal amounts of their outstanding Loans); provided that the Revolving Loans held provisions of this Section 2.14 shall not be construed to apply to any payment made by them; the Borrower pursuant to and in accordance with the express terms of this Agreement, including (cwithout limitation) in respect of any payment, assignment, sale or participation to Holdings or any of their respective Affiliates expressly permitted under Section 10.04. Each Lender agrees that in computing such Lxxxxx’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole Dollar amount. (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, Reimbursement Obligations, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest on Revolving Loans by and fees then due hereunder, ratably 92 among the Borrower shall be made for the account of the Lenders pro rata parties entitled thereto in accordance with the amounts of interest on such Loans and fees then due to such parties, and payable to the respective Lenders; (dii) the Conversion second, towards payment of principal and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata Reimbursement Obligations then due hereunder, ratably among the Lenders according to parties entitled thereto in accordance with the amounts of their respective Revolving Loans, principal and the Reimbursement Obligations then current Interest Period for each Lender’s portion of each due to such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)parties.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(a), 2.2(eSection 2.1.(a) and 2.3(e2.2.(e) shall be made from the Lenders, each payment of the Fees under Section 3.6(a) and Sections 3.5.(a), 3.5.(b), the first sentence of Section 3.6(b3.5.(c) and 3.5.(d) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 2.10. shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that, subject to Section 3.9., if immediately prior to giving effect to any such payment in respect of any Loans the outstanding principal amount of the Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made, then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata in accordance with their respective Commitments; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders Lenders, pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the making, Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.65.5.) shall be made pro rata among the Lenders Lenders, according to the amounts of their respective Revolving Loans, Loans and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; and (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2., shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)Commitment Percentages.

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: (ai) each borrowing from the Lenders Banks under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.1 hereof shall be made from the LendersBanks, each payment of the Fees fees under Section 3.6(a2.5(a) and the first sentence of Section 3.6(b) hereof shall be made for the account of the applicable LendersBanks, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 2.4 hereof shall be applied to the respective Revolving Commitments of the LendersBanks, in each case pro rata according to the amounts of their respective Revolving such Commitments; (bii) the making, Conversion and Continuation of Loans of a particular type (other than Conversions provided for by Section 5.4 hereof and Bid Loans) shall be made pro rata among the Banks according to the amounts of the Commitments, and the then current Interest Period for each Loan of such type shall be coterminous; (iii) each payment or prepayment of principal of Revolving Loans (other than Bid Loans) by the Borrower Company shall be made for the account of the Lenders Banks pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of the relevant type held by themthe Banks; and (civ) each payment of interest on Revolving Loans (other than Bid Loans) by the Borrower Company shall be made for the account of the Lenders Banks pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; Banks with respect to Loans of the relevant type. (db) Notwithstanding the foregoing, if any Bid Loans shall be outstanding, the amount of each Eurodollar Loan or Alternate Base Rate Loan to be made on any day by any Bank shall be such amount as is the product obtained by multiplying (i) the Conversion and Continuation total amount of Revolving the Loans of a particular Type to be made on such day times (other than Conversions provided for by Section 4.6ii) such Bank's Loan Fraction on such day. (c) Notwithstanding the foregoing, if no Bid Loans shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type outstanding but there shall be coterminous; (e) outstanding any Eurodollar Loans or Alternate Base Rate Loans which are not then held by the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be Banks pro rata in accordance with their respective Revolving the Commitments; , the amount of each Eurodollar Loan or Alternate Base Rate Loan to be made on any day by any Bank shall be such amount as is obtained by (i) determining for each Bank the product obtained by multiplying (A) such Bank's Non-Pro Rata Loan Fraction on such day times (B) the aggregate principal amount of all Loans to be outstanding under this Agreement on such day (including the Loans being made on such day) and (fii) subtracting from the amount determined for each Bank pursuant to clause (i) the Lenders’ participation inaggregate principal amount of all Loans made by such Bank to be outstanding on such day, and payment obligations in respect ofother than such Loans being made on such day. (d) Notwithstanding the foregoing, Swingline if no Bid Loans under Section 2.3, shall be outstanding but there shall be outstanding any Eurodollar Loans or Alternate Base Rate Loans which are not then held by the Banks pro rata in accordance with the Commitments and an Event of Default shall have occurred and be continuing and the Commitments terminated and the Loans accelerated, then the Banks holding Loans less than their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect pro rata share of the Swingline Commitments shall promptly purchase participations in the Loans held by such other Banks in such amounts, and make such other adjustments from time to time as shall be for the account of the Swingline Lender only (except equitable, to the extent any Lender end that all Banks shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be hold the Loans pro rata in accordance with such participating interests)the Commitments.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ai) each borrowing from the Lenders Banks under Sections 2.1(a), 2.2(e) and 2.3(eSection 2(a) shall be made from the LendersBanks, each payment of the Fees fees under Section 3.6(a) and the first sentence of Section 3.6(b2(h) shall be made for the account of the applicable LendersBanks, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (bii) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders Banks pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that if immediately prior to giving effect to any such payment in respect of any Loans the outstanding principal amount of the Loans shall not be held by the Banks pro rata in accordance with their respective Commitments in effect at the time such Loans were made, then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Banks pro rata in accordance with their respective Commitments; (ciii) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders Banks pro rata in accordance with the amounts amount of interest on such Loans then due and payable to the respective LendersBanks; (div) the making, Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.63(i)(vii)) shall be made pro rata among the Lenders Banks according to the amounts of their respective Revolving Commitments (in the case of making of Loans, ) or their respective Loans (in the case of Conversions and Continuations of Loans) and the then current Interest Period for each LenderBank’s portion of each such Loan of such Type shall be coterminous; and (ev) the LendersBanks’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, Loans shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)Bank only.

Pro Rata Treatment. Except (a) With respect to the US$ Lenders, except to the extent otherwise provided herein: (ai) each borrowing from the US$ Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 hereof shall be made from the US$ Lenders, each payment of the Fees commitment fees under Section 3.6(a) and the first sentence of Section 3.6(b) 2.03 hereof shall be made for the account of the applicable US$ Lenders, and each termination or reduction of the amount of the Revolving US$ Commitments under Section 2.11 2.02 hereof shall be applied to the respective Revolving US$ Commitments of the US$ Lenders, in each case pro rata PRO RATA according to the amounts US$ Lenders' respective percentages of their respective Revolving the US$ Commitments; , (bii) each payment or prepayment by a Borrower of principal of Revolving or interest on US$ Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by the Borrower Section 6 hereof) shall be made to the Administrative Agent for the account of the US$ Lenders pro rata PRO RATA in accordance with the respective unpaid principal amounts of the Revolving such US$ Loans held by them; the US$ Lenders and (iii) each conversion of US$ Loans of a particular Type (other than conversions of Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made PRO RATA among the US$ Lenders in accordance with the respective principal amounts of such US$ Loans held by the US$ Lenders. (b) With respect to the US$-Canadian Lenders, except to the extent otherwise provided herein: (i) each borrowing from the US$-Canadian Lenders under Section 2.01 hereof shall be made from the US$-Canadian Lenders and each termination or reduction of the US$-Canadian Commitments under Section 2.02 hereof shall be applied to the US$-Canadian Commitments of the US$-Canadian Lenders, PRO RATA according to the US$-Canadian Lenders' respective percentages of the US$-Canadian Commitments, (ii) each payment by a Borrower of principal of or interest on US$-Canadian Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made to the Administrative Agent for the account of the US$-Canadian Lenders PRO RATA in accordance with the respective unpaid principal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders and (iii) each conversion of US$-Canadian Loans of a particular Type (other than conversions of Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made PRO RATA among the US$-Canadian Lenders in accordance with the respective principal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders. (c) With respect to the Multi-Currency Lenders, except to the extent otherwise provided herein: (i) each borrowing from the Multi-Currency Lenders under Section 2.01 hereof shall be made from the Multi-Currency Lenders, each payment of interest on Revolving Loans by the Borrower commitment fees under Section 2.03 hereof shall be made for the account of the Multi-Currency Lenders, and each termination or reduction of the Multi-Currency Commitments under Section 2.02 hereof shall be applied to the Multi-Currency Commitments of the Multi-Currency Lenders, PRO RATA according to the Multi-Currency Lenders' respective percentages of the Multi-Currency Commitments and (ii) each payment by a Borrower of principal of or interest on Multi-Currency Loans (other than payments in respect of Loans of individual Lenders pro rata provided for by Section 6 hereof) shall be made to the Multi-Currency Payment Agent, in each case for the account of the Multi-Currency Lenders and PRO RATA in accordance with the respective unpaid principal amounts of interest on such Multi-Currency Loans then due and payable to (whether denominated in Dollars or other currency) held by the respective Multi-Currency Lenders; . (d) Any reduction of the Conversion Commitments under Section 2.02(b) or 3.02(c) and Continuation any mandatory prepayment under Section 3.02(b) shall be applied ratably to the US$ Commitments, US$-Canadian Commitments and the Multi-Currency Commitments. (e) With respect to the Tranche A Term Lenders, except to the extent otherwise provided herein: (i) the borrowing from the Tranche A Term Lenders under Section 2.01 hereof shall be made from the Tranche A Term Lenders, PRO RATA according to the Tranche A Term Lenders' respective percentages of Revolving the Tranche A Term Commitments, (ii) each payment (or prepayment) by the Company of principal or interest on Tranche A Term Loans of a particular Type (other than Conversions payments in respect of Loans of individual Lenders provided for by Section 4.66 hereof) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be Administrative Agent for the account of the Swingline Lender only Tranche A Term Lenders, PRO RATA in accordance with the respective unpaid principal amounts of such Tranche A Term Loans held by the Tranche A Term Lenders and (iii) each conversion of Tranche A Term Loans of a particular Type (other than conversions of Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made PRO RATA among the Tranche A Term Lenders, in each case, in accordance with the respective principal amounts of such Tranche A Term Loans held by the Tranche A Term Lenders. (f) With respect to the Tranche B Term Lenders, except to the extent any Lender otherwise provided herein: (i) the borrowing from the Tranche B Term Lenders under Section 2.01 hereof shall have acquired be made from the Tranche B Term Lenders, PRO RATA according to the Tranche B Term Lenders' respective percentages of the Tranche B Term Commitments, (ii) each payment (or prepayment) by the Company of principal or interest on Tranche B Term Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made to the Administrative Agent for the account of the Tranche B Term Lenders, PRO RATA in accordance with the respective unpaid principal amounts of such Tranche B Term Loans held by the Tranche B Term Lenders and funded (iii) each conversion of Tranche B Term Loans of a participating interest in any such Swingline Loan particular Type (other than conversions of Loans of individual Lenders pursuant to Section 2.3(e)6.04 hereof) shall be made PRO RATA among the Tranche B Term Lenders, in which case such payments shall be pro rata each case, in accordance with the respective principal amounts of such participating interestsTranche B Term Loans held by the Tranche B Term Lenders. (g) Each prepayment by the Company of the Term Loans as provided by Section 3.02 hereof shall be applied PRO RATA to the Tranche A Term Loans and the Tranche B Term Loans and to the installments of the Tranche A Term Loans and the Tranche B Term Loans, PRO RATA according to the then outstanding amounts thereof. Notwithstanding anything to the contrary in this Section 5.02 or in Section 3.02 hereof , with respect to the amount of any prepayment described in Section 3.02 hereof that is allocated to Tranche B Term Loans, at any time when Tranche A Term Loans remain outstanding, the Company will, in lieu of applying such amount to the prepayment of Tranche B Term Loans, as provided in Section 3.02 hereof, on or prior to the date specified in Section 5.05 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent notify, as promptly as practicable, each Tranche B Term Lender of the offer by the Borrower to prepay the relevant Term Loans of such Lender by an amount equal to the portion of the prepayment applicable to such Lender's Tranche B Term Loans. Within four Business Days after such notification by the Administrative Agent, each such Tranche B Term Lender shall give the Administrative Agent and the Company notice in writing indicating its full or partial acceptance or rejection of such offer by the Company and in the case of a partial acceptance, the amount of such portion of the prepayment for which such Tranche B Term Lender accepts prepayment. Upon receipt of such notice from each such Tranche B Term Lender (it being agreed that any Tranche B Term Lender not responding to such notification from the Administrative Agent within such four Business Days shall be deemed to have accepted in full such offer), the Company shall pay, as promptly as practicable on or after the date so specified for such prepayment, (i) to the relevant Tranche B Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respect of which such Lenders have accepted prepayment as described above, and (ii) to the Tranche A Term Lenders an amount equal to the portion of the prepayment allocated to Tranche B Term Loans that is not accepted by the relevant Lenders, and such amount shall be applied to the prepayment of the Tranche A Term Loans.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing Each Advance from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) this Agreement shall be made from pro rata on the Lenders, each payment basis of the Fees under Section 3.6(a) respective Commitment Ratios of the Lenders with --- ---- respect to the Term Loan Commitment and the first sentence of Section 3.6(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; Loan Commitment . (b) each Each payment or and prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata Loans, and, except as provided in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; (c) Article 10 hereof, each payment of interest on Revolving Loans by the Borrower Loans, shall be made to the Lenders pro-rata on the basis of their respective unpaid -------- principal amounts outstanding immediately prior to such payment or prepayment. If any Lender shall obtain any payment (whether voluntary or involuntary, through the exercise of any right of set-off, or otherwise, except for the any payments received by such Lender in connection with any assignment of any Loan in accordance with Section 11.5 hereof) on account of the Loans made by it in excess of its ratable share of the Loans based upon its Commitment Ratio, such Lender shall forthwith purchase from the other Lenders pro rata such participations in accordance the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with the amounts each of interest on them; provided, however, that if all or any portion of such Loans then due excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and payable such Lender shall repay to the respective Lenders; (d) purchasing Lender the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except purchase price to the extent of such recovery. The Borrower agrees that any Lender shall have acquired and funded so purchasing a participating interest in any such Swingline Loan participation from another Lender pursuant to this Section 2.3(e)2.11(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in which case the amount of such payments shall be pro rata in accordance with such participating interests)participation.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.1 shall be made from the Lenders, each payment of the Fees fees under Section 3.6(aSections 3.5(a), 3.5(b) and the first sentence of Section 3.6(b3.5(c) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 2.10 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that if immediately prior to giving effect to any such payment in respect of any Loans the outstanding principal amount of the Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made, then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata in accordance with their respective Commitments; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; and (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, Loans and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; . Any payment or prepayment of principal or interest made (ei)(A) during the Lenders’ participation in, and payment obligations in respect of, Letters existence of Credit under a Default or Event of Default or (B) pursuant to Section 2.22.5(b)(i), shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be made for the account of the Swingline Lender only Lenders in accordance with the order set forth in Section 11.5 and (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan ii) pursuant to Section 2.3(e2.5(b)(ii), in which case such payments shall be pro rata made for the account of the Lenders holding Commitments (or, if the Commitments have been terminated, holding Loans, in accordance with such participating interests)the order set forth in Section 11.5.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing of Loans of a particular Class from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 shall be made from the LendersLenders holding Commitments of such Class, each payment of the Fees commitment fees under Section 3.6(a) and the first sentence 2.05 in respect of Section 3.6(b) Commitments of a particular Class shall be made for the account of the applicable Lenders, Lenders holding Commitments of such Class and each termination or reduction of the amount of the Revolving Commitments of a particular Class under Section 2.11 2.04 shall be applied to the respective Revolving Commitments of such Class of the relevant Lenders, in each case pro rata according to the amounts of their respective Commitments of such Class; except that Swing Loans shall be made only by, and interest thereon shall be paid by Borrower only to, the Swing Loan Lender (subject to such Lender's obligation in respect of any participation therein purchased by the other Revolving CommitmentsLenders as provided in Section 2.01(d)); (b) except as otherwise provided in Section 5.04, LIBOR Loans of any Class having the same Interest Period shall be allocated pro rata among the relevant Lenders according to the amounts of their respective Revolving Commitments and Term B Facility Commitments (in the case of the making of Loans) or their respective Revolving Loans and Term B Facility Loans (in the case of Conversions and Continuations of Loans); (c) each payment or prepayment of principal of Revolving Loans by the Borrower or Term B Facility Loans shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid outstanding principal amounts of the Revolving Loans of such Class held by them; and (cd) each payment of interest on Revolving Loans by the Borrower and Term B Facility Loans shall be made for the account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing of Loans of a particular Class from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 shall be made from the relevant Lenders, each payment of the Fees commitment fee under Section 3.6(a) and the first sentence 2.05 in respect of Section 3.6(b) Commitments of a particular Class shall be made for the account of the applicable relevant Lenders, and each termination or reduction of the amount of the Revolving Commitments of a particular Class under Section 2.11 2.04 shall be applied to the respective Revolving Commitments of such Class of the relevant Lenders, in each case pro rata according to the amounts of their respective Commitments of such Class; provided, however, that Swing Loans shall be made only by, and interest thereon shall be paid by Borrower only to, the Swing Loan Lender (subject to such Lender's obligations in respect of any participation therein purchased by the other Revolving CommitmentsCredit Lenders as provided in Section 2.01(d)); (b) except as otherwise provided in Section 5.04, LIBOR Loans of any Class having the same Interest Period shall be allocated pro rata among the relevant Lenders according to the amounts of their respective Revolving Credit and Term Loan Commitments (in the case of the making of Loans) or their respective Revolving Credit and Term Loans (in the case of Conversions and Continuations of Loans); (c) each payment or prepayment of principal of Revolving Credit Loans or Term Loans by the Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid outstanding principal amounts of the Revolving Loans of such Class held by them; and (cd) each payment of interest on Revolving Credit Loans and Term Loans by the Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from Except in the Lenders under Sections 2.1(a)case of Swingline Loans, 2.2(e) all fundings, continuations and 2.3(e) conversions of Loans of any Class shall be made from by the Lenders, each payment Lenders pro rata on the basis of their respective Commitments to provide Loans of such Class (in the case of the Fees under initial funding of Loans of such Class pursuant to Section 3.6(a2.2) or on the basis of their respective outstanding Loans of such Class (in the case of continuations and conversions of Loans of such Class pursuant to Section 2.11, and additionally in all cases in the first sentence event the Commitments for Loans of Section 3.6(b) shall such Class have expired or have been terminated), as the case may be made from time to time. All payments on account of principal of or interest on any Loans, fees or any other Obligations owing to or for the account of the applicable Lenders, and each termination any one or reduction of the amount of the Revolving Commitments under Section 2.11 more Lenders shall be applied to the respective Revolving Commitments of the Lenders, apportioned ratably among such Lenders in each case pro rata according proportion to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees or other Obligations owed to them respectively. (b) Each Lender agrees that if it shall receive any amount hereunder (whether by voluntary payment, realization upon security, exercise of the right of setoff or banker’s lien, counterclaim or cross action, or otherwise, other than pursuant to Section 11.7) applicable to the payment of any of the Obligations that exceeds its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of such Obligations due and payable to all Lenders at such time) of payments on account of such Obligations then or therewith obtained by all the Lenders to which such payments are required to have been made, such Lender shall forthwith purchase from the other amounts Lenders such participations in such Obligations as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each such other Lender shall be rescinded and each such other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery, together with an amount equal to such other Lender’s ratable share (according to the proportion of (i) the amount of such other Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the Swingline Loans shall be for total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to the account provisions of this Section 2.15(b) may, to the fullest extent permitted by law, exercise any and all rights of payment (including, without limitation, setoff, banker’s lien or counterclaim) with respect to such participation as fully as if such participant were a direct creditor of the Swingline Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or similar law, any Lender only (except receives a secured claim in lieu of a setoff to which this subsection applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 2.15(b) to share in the benefits of any Lender shall have acquired and funded a participating interest in any recovery on such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)secured claim.

Pro Rata Treatment. Except (a) With respect to the US$ Lenders, except to the extent otherwise provided herein: (ai) each borrowing from the US$ Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 hereof shall be made from the US$ Lenders, each payment of the Fees commitment fees under Section 3.6(a) and the first sentence of Section 3.6(b) 2.03 hereof shall be made for the account of the applicable US$ Lenders, and each termination or reduction of the amount of the Revolving US$ Commitments under Section 2.11 2.02 hereof shall be applied to the respective Revolving US$ Commitments of the US$ Lenders, in each case pro rata according to the amounts US$ Lenders’ respective percentages of their respective Revolving the US$ Commitments; , (bii) each payment or prepayment by the Company of principal of Revolving or interest on US$ Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by the Borrower Section 6 hereof) shall be made to the Administrative Agent for the account of the US$ Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving such US$ Loans held by them; the US$ Lenders and (iii) each conversion of US$ Loans of a particular Type (other than conversions of Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made pro rata among the US$ Lenders in accordance with the respective principal amounts of such US$ Loans held by the US$ Lenders. (b) With respect to the US$-Canadian Lenders, except to the extent otherwise provided herein: (i) each borrowing from the US$-Canadian Lenders under Section 2.01 hereof shall be made from the US$-Canadian Lenders and each termination or reduction of the US$-Canadian Commitments under Section 2.02 hereof shall be applied to the US$-Canadian Commitments of the US$-Canadian Lenders, pro rata according to the US$-Canadian Lenders’ respective percentages of the US$-Canadian Commitments, (ii) each payment by the Company of principal of or interest on US$-Canadian Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made to the Administrative Agent for the account of the US$-Canadian Lenders pro rata in accordance with the respective unpaid principal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders and (iii) each conversion of US$-Canadian Loans of a particular Type (other than conversions of Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made pro rata among the US$-Canadian Lenders in accordance with the respective principal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders. (c) With respect to the Multi-Currency Lenders, except to the extent otherwise provided herein: (i) each borrowing from the Multi-Currency Lenders under Section 2.01 hereof shall be made from the Multi-Currency Lenders, each payment of interest on Revolving Loans by the Borrower commitment fees under Section 2.03 hereof shall be made for the account of the Multi-Currency Lenders, and each termination or reduction of the Multi-Currency Commitments under Section 2.02 hereof shall be applied to the Multi-Currency Commitments of the Multi-Currency Lenders, pro rata according to the Multi-Currency Lenders’ respective percentages of the Multi-Currency Commitments and (ii) each payment by the Company of principal of or interest on Multi-Currency Loans (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made to the Multi-Currency Payment Agent, in each case for the account of the Multi-Currency Lenders and pro rata in accordance with the respective unpaid principal amounts of interest on such Multi-Currency Loans then due and payable to (whether denominated in Dollars or other currency) held by the respective Multi-Currency Lenders; . (d) Any reduction of the Conversion Commitments under Section 2.02(b) or 3.02(c) and Continuation any mandatory prepayment under Section 3.02(b) shall be applied ratably to the US$ Commitments, US$-Canadian Commitments and the Multi-Currency Commitments. (e) With respect to the Term Lenders except to the extent otherwise provided herein: (i) the borrowing from the Term Lenders under Section 2.01(c) hereof shall be made from the Term Lenders, pro rata according to the Term Lenders’ respective percentages of Revolving the Initial Term Commitments or Incremental Term Loans or Refinancing Term Loans, as the case may be, (ii) each payment (or prepayment) by the Company of principal or interest on Initial Term Loans or Incremental Term Loans or Refinancing Term Loans, as the case may be, of a particular Type (other than Conversions payments in respect of Loans of individual Lenders provided for by Section 4.66 hereof) shall be made to the Administrative Agent for the account of the Initial Term Lenders or Incremental Term Lenders or Refinancing Term Lenders, as applicable, pro rata in accordance with the respective unpaid principal amounts of such Initial Term Loans or Incremental Term Loans or Refinancing Term Loans held by the Initial Term Lenders or Incremental Term Lenders or Refinancing Term Lenders, as applicable, and (iii) each conversion of Initial Term Loans or Incremental Term Loans or Refinancing Term Loans, as the case may be, of a particular Type (other than conversions of Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made pro rata among the Initial Term Lenders or Incremental Term Lenders or Refinancing Term Lenders, as applicable, in each case, in accordance with the respective principal amounts of such Initial Term Loans or Incremental Term Loans or Refinancing Term Loans held by the Initial Term Lenders or Incremental Term Lenders or Refinancing Term Lenders, as applicable. (f) Each prepayment by the Company of the Term Loans, if any, as provided by Section 3.02(b) and (c) hereof shall be applied pro rata to the Term Loans (unless, with respect to a Term Loan Facility, the Term Lenders thereunder have agreed to a lesser treatment) and to the installments of the Term Loans, pro rata according to the then outstanding amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)thereof.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing of Loans of a particular Class from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 hereof shall be made from the relevant Lenders, each payment of the Fees commitment fee under Section 3.6(a) and the first sentence 2.04 hereof in respect of Section 3.6(b) Commitments of a particular Class shall be made for the account of the applicable relevant Lenders, and each termination or reduction of the amount of the Revolving Commitments of a particular Class under Section 2.11 2.03 hereof shall be applied to the respective Revolving Commitments of such Class of the relevant Lenders, in each case pro rata according to the amounts of their respective Revolving CommitmentsCommitments of such Class; (b) the making, Conversion and Continuation of Loans of a particular Type and Class (other than Conversions provided for by Section 5.04 hereof) shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments (in the case of making of Loans) or their respective Loans (in the case of Conversions and Continuations of Loans); (c) each payment or prepayment of principal of Revolving Loans of any Class by the Borrower Company shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them; and (cd) each payment of interest on Revolving any Loans of CREDIT AGREEMENT any Class by the Borrower Company shall be made for the account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(a)All fundings, 2.2(e) continuations and 2.3(e) conversions of Loans shall be made from by the LendersLenders pro rata on the basis of their respective Term Loan A Commitment, each payment Term Loan B Commitment and Revolving Credit Commitments (in the case of the Fees under Section 3.6(ainitial funding of Loans pursuant to SECTIONS 2.1, 2.2, 3.2 AND 7.1) or on the basis of their respective outstanding Loans (in the case of continuations and conversions of Loans pursuant to SECTION 5.4, and additionally in all cases in the first sentence event the Term Loan A Commitments, Term Loan B Commitments and Revolving Credit Commitments have expired or have been terminated), as the case may be from time to time. All payments on account of Section 3.6(b) shall be made principal of or interest on any Loans, fees or any other Obligations owing to or for the account of the applicable Lenders, and each termination any one or reduction of the amount of the Revolving Commitments under Section 2.11 more Lenders shall be applied to the respective Revolving Commitments of the Lenders, apportioned ratably among such Lenders in each case pro rata according proportion to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees or other Obligations owed to them respectively. (b) Each Xxxxxx agrees that if it shall receive any amount hereunder (whether by voluntary payment, realization upon security, exercise of the right of setoff or banker's lien, counterclaim or cross action, or otherwise, other than pursuant to SECTION 14.7) applicable to the payment of any of the Obligations (other than any Hedge Agreement) that exceeds its ratable share (according to the proportion of (i) the amount of such Obligations (other than any Hedge Agreement) due and payable to such Lender at such time to (ii) the aggregate amount of such Obligations (other amounts than any Hedge Agreement) due and payable to all Lenders at such time) of payments on account of such Obligations (other than any Hedge Agreement) then or therewith obtained by all the Lenders to which such payments are required to have been made, such Lender shall forthwith purchase from the other Lenders such participations in such Obligations (other than any Hedge Agreement) as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each such other Lender shall be rescinded and each such other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery, together with an amount equal to such other Lender's ratable share (according to the proportion of (i) the amount of such other Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the Swingline Loans shall be for total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to the account provisions of this subsection may, to the fullest extent permitted by law, exercise any and all rights of payment (including, without limitation, setoff, banker's lien or counterclaim) with respect to such participation as fully as if such participant were a direct creditor of the Swingline Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or similar law, any Lender only (except receives a secured claim in lieu of a setoff to which this subsection applies, such Lender shall, to the extent practicable exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this subsection to share in the benefits of any Lender shall have acquired and funded a participating interest in any recovery on such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)secured claim.

Pro Rata Treatment. Except (a) With respect to the US$ Lenders, except to the extent otherwise provided herein: (ai) each borrowing from the US$ Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 hereof shall be made from the US$ Lenders, each payment of the Fees commitment fees under Section 3.6(a) and the first sentence of Section 3.6(b) 2.03 hereof shall be made for the account of the applicable US$ Lenders, and each termination or reduction of the amount of the Revolving US$ Commitments under Section 2.11 2.02 hereof shall be applied to the respective Revolving US$ Commitments of the US$ Lenders, in each case pro rata PRO RATA according to the amounts US$ Lenders' respective percentages of their respective Revolving the US$ Commitments; , (bii) each payment or prepayment by a Borrower of principal of Revolving or interest on US$ Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by the Borrower Section 6 hereof) shall be made to the Administrative Agent for the account of the US$ Lenders pro rata PRO RATA in accordance with the respective unpaid principal amounts of the Revolving such US$ Loans held by them; the US$ Lenders and (ciii) each payment conversion of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving US$ Loans of a particular Type (other than Conversions conversions of Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made PRO RATA among the US$ Lenders in accordance with the respective principal amounts of such US$ Loans held by the US$ Lenders. (b) With respect to the US$-Canadian Lenders, except to the extent otherwise provided herein: (i) each borrowing from the US$-Canadian Lenders under Section 2.01 hereof shall be made from the US$-Canadian Lenders and each termination or reduction of the US$-Canadian Commitments under Section 2.02 hereof shall be applied to the US$-Canadian Commitments of the US$-Canadian Lenders, PRO RATA according to the US$-Canadian Lenders' respective percentages of the US$-Canadian Commitments, (ii) each payment by a Borrower of principal of or interest on US$-Canadian Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 4.66 hereof) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be Administrative Agent for the account of the Swingline Lender only US$-Canadian Lenders PRO RATA in accordance with the respective unpaid principal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders and (except to the extent any Lender shall have acquired and funded iii) each conversion of US$-Canadian Loans of a participating interest in any such Swingline Loan particular Type (other than conversions of Loans of individual Lenders pursuant to Section 2.3(e), in which case such payments 6.04 hereof) shall be pro rata made PRO RATA among the US$-Canadian Lenders in accordance with the respective principal amounts of such participating interests)US$-Canadian Loans held by the US$-Canadian Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(a)All fundings, 2.2(e) continuations and 2.3(e) conversions of Loans shall be made from by the Lenders, each payment Lenders pro rata on the basis of their respective Term Loan B Commitment and Revolving Credit Commitments (in the case of the Fees under initial funding of Loans pursuant to Sections 2.2, 3.2 and 7.1) or on the basis of their respective outstanding Loans (in the case of continuations and conversions of Loans pursuant to Section 3.6(a) 5.4, and additionally in all cases in the first sentence event the Term Loan B Commitments and Revolving Credit Commitments have expired or have been terminated), as the case may be from time to time. All payments on account of Section 3.6(b) shall be made principal of or interest on any Loans, fees or any other Obligations owing to or for the account of the applicable Lenders, and each termination any one or reduction of the amount of the Revolving Commitments under Section 2.11 more Lenders shall be applied to the respective Revolving Commitments of the Lenders, apportioned ratably among such Lenders in each case pro rata according proportion to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees or other Obligations owed to them respectively. (b) Each Lender agrees that if it shall receive any amount hereunder (whether by voluntary payment, realization upon security, exercise of the right of setoff or banker’s lien, counterclaim or cross action, or otherwise, other than pursuant to Section 14.7) applicable to the payment of any of the Obligations (other than any Hedge Agreement) that exceeds its ratable share (according to the proportion of (i) the amount of such Obligations (other than any Hedge Agreement) due and payable to such Lender at such time to (ii) the aggregate amount of such Obligations (other amounts than any Hedge Agreement) due and payable to all Lenders at such time) of payments on account of such Obligations (other than any Hedge Agreement) then or therewith obtained by all the Lenders to which such payments are required to have been made, such Lender shall forthwith purchase from the other Lenders such participations in such Obligations (other than any Hedge Agreement) as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each such other Lender shall be rescinded and each such other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery, together with an amount equal to such other Lender’s ratable share (according to the proportion of (i) the amount of such other Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the Swingline Loans shall be for total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to the account provisions of this subsection may, to the fullest extent permitted by law, exercise any and all rights of payment (including, without limitation, setoff, banker’s lien or counterclaim) with respect to such participation as fully as if such participant were a direct creditor of the Swingline Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or similar law, any Lender only (except receives a secured claim in lieu of a setoff to which this subsection applies, such Lender shall, to the extent practicable exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this subsection to share in the benefits of any Lender shall have acquired and funded a participating interest in any recovery on such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)secured claim.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ai) (including Section 2.07(f)): (i) (x) other than with respect to any Borrowing requested pursuant to Section 2.19(a), each borrowing Borrowing shall be made from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(eeach Borrowing requested pursuant to Section 2.19(a) shall be made from each Extending Lender, (y) other than the Lenderspayment of a commitment fee to a Non-Extending Lender on the date the Commitments of such Non-Extending Lender are reduced or terminated pursuant to Section 2.07(f) or reallocated pursuant to Section 2.19(a), each payment of the Fees a commitment fee under Section 3.6(a) and the first sentence of Section 3.6(b) 2.10 shall be made for the account of the applicable Lenders, and (z) each termination or reduction of the amount of the Revolving Commitments under Section 2.11 2.07, Section 2.09 or otherwise shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (bii) other than with respect to any Borrowing requested pursuant to Section 2.19(a), each payment or prepayment of principal of Revolving Loans by the Borrower Borrowing shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made allocated pro rata among the Lenders according to the amounts of their respective Revolving Applicable Percentage of Commitments (in the case of the making of Loans, ) or their respective Loans that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) other than in connection with the then current Interest Period for each payment of a Non-Extending Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Non-Extended Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e)2.19, in which case such payments shall be pro rata in accordance with such participating interests).each payment or

Pro Rata Treatment. Except (a) With respect to the US$ Lenders, except to the extent otherwise provided herein: (ai) each borrowing from the US$ Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 hereof shall be made from the US$ Lenders, each payment of the Fees commitment fees under Section 3.6(a) and the first sentence of Section 3.6(b) 2.03 hereof shall be made for the account of the applicable US$ Lenders, and each termination or reduction of the amount of the Revolving US$ Commitments under Section 2.11 2.02 hereof shall be applied to the respective Revolving US$ Commitments of the US$ Lenders, in each case pro rata PRO RATA according to the amounts US$ Lenders' respective percentages of their respective Revolving the US$ Commitments; , (bii) each payment or prepayment by the Company of principal of Revolving or interest on US$ Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by the Borrower Section 6 hereof) shall be made to the Administrative Agent for the account of the US$ Lenders pro rata PRO RATA in accordance with the respective unpaid principal amounts of the Revolving such US$ Loans held by them; the US$ Lenders and (iii) each conversion of US$ Loans of a particular Type (other than conversions of Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made PRO RATA among the US$ Lenders in accordance with the respective principal amounts of such US$ Loans held by the US$ Lenders. (b) With respect to the US$-Canadian Lenders, except to the extent otherwise provided herein: (i) each borrowing from the US$-Canadian Lenders under Section 2.01 hereof shall be made from the US$-Canadian Lenders and each termination or reduction of the US$-Canadian Commitments under Section 2.02 hereof shall be applied to the US$-Canadian Commitments of the US$-Canadian Lenders, PRO RATA according to the US$-Canadian Lenders' respective percentages of the US$-Canadian Commitments, (ii) each payment by the Company of principal of or interest on US$-Canadian Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made to the Administrative Agent for the account of the US$-Canadian Lenders PRO RATA in accordance with the respective unpaid principal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders and (iii) each conversion of US$-Canadian Loans of a particular Type (other than conversions of Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made PRO RATA among the US$-Canadian Lenders in accordance with the respective principal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders. (c) With respect to the Multi-Currency Lenders, except to the extent otherwise provided herein: (i) each borrowing from the Multi-Currency Lenders under Section 2.01 hereof shall be made from the Multi-Currency Lenders, each payment of interest on Revolving Loans by the Borrower commitment fees under Section 2.03 hereof shall be made for the account of the Multi-Currency Lenders, and each termination or reduction of the Multi-Currency Commitments under Section 2.02 hereof shall be applied to the Multi-Currency Commitments of the Multi-Currency Lenders, PRO RATA according to the Multi-Currency Lenders' respective percentages of the Multi-Currency Commitments and (ii) each payment by the Company of principal of or interest on Multi-Currency Loans (other than payments in respect of Loans of individual Lenders pro rata provided for by Section 6 hereof) shall be made to the Multi-Currency Payment Agent, in each case for the account of the Multi-Currency Lenders and PRO RATA in accordance with the respective unpaid principal amounts of interest on such Multi-Currency Loans then due and payable to (whether denominated in Dollars or other currency) held by the respective Multi-Currency Lenders; . (d) Any reduction of the Conversion Commitments under Section 2.02(b) or 3.02(c) and Continuation any mandatory prepayment under Section 3.02(b) shall be applied ratably to the US$ Commitments, US$-Canadian Commitments and the Multi-Currency Commitments. (e) With respect to the Term Lenders, except to the extent otherwise provided herein: (i) the borrowing from the Term Lenders under Section 2.01 hereof shall be made from the Term Lenders, PRO RATA according to the Term Lenders' respective percentages of Revolving the Initial Term Commitments or Incremental Term Loans, as the case may be, (ii) each payment (or prepayment) by the Company of principal or interest on Initial Term Loans or Incremental Term Loans, as the case may be, of a particular Type (other than Conversions payments in respect of Loans of individual Lenders provided for by Section 4.66 hereof) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be Administrative Agent for the account of the Swingline Lender only Initial Term Lenders or Incremental Term Lenders, as applicable, PRO RATA in accordance with the respective unpaid principal amounts of such Initial Term Loans or Incremental Term Loans held by the Initial Term Lenders or Incremental Term Lenders, as applicable, and (except to iii) each conversion of Initial Term Loans or Incremental Term Loans, as the extent any Lender shall have acquired and funded case may be, of a participating interest in any such Swingline Loan particular Type (other than conversions of Loans of individual Lenders pursuant to Section 2.3(e)6.04 hereof) shall be made PRO RATA among the Initial Term Lenders or Incremental Term Lenders, as applicable, in which case such payments shall be pro rata each case, in accordance with the respective principal amounts of such participating interests)Initial Term Loans or Incremental Term Loans held by the Initial Term Lenders or Incremental Term Lenders, as applicable,. (f) Each prepayment by the Company of the Term Loans as provided by Section 3.02 hereof shall be applied PRO RATA to the Term Loans and to the installments of the Term Loans, PRO RATA according to the then outstanding amounts thereof.

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: (ai) each borrowing from the Term Lenders under Sections 2.1(a), 2.2(e) and 2.3(eSection 2.2(a) shall be made from the Term Lenders, each payment of the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Term Commitments; (bii) each payment or prepayment of principal of Revolving Term Loans by the Borrower shall be made for the account of the Term Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Term Loans held by them, provided that, with respect to any optional prepayment pursuant to Section 2.7, such prepayments shall be applied to the Base Rate Loans and/or groups of LIBOR Loans with the same Interest Period at the direction of the Borrower in its reasonable discretion; (ciii) each payment of interest on Revolving Term Loans by the Borrower shall be made for the account of the Term Lenders pro rata in accordance with the amounts amount of interest on such Term Loans then due and payable to the respective Term Lenders; and (div) the making, Conversion and Continuation of Revolving Term Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Term Lenders according to the amounts of their respective Revolving Term Commitments (in the case of making of Term Loans, ) or their respective Term Loans (in the case of Conversions and Continuations of Term Loans) and the then current Interest Period for each Term Lender’s portion of each such Term Loan of such Type shall be coterminous; . (eb) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.2(c), Section 2.15 or Section 11.7, then the Lenders’ participation inAgent shall (notwithstanding any contrary provision hereof), and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (fi) apply any amounts thereafter received by the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the Swingline Lender only case of each of (except to the extent any Lender shall have acquired i) and funded a participating interest (ii) above, in any such Swingline Loan pursuant to Section 2.3(e), order as determined by the Agent in which case such payments shall be pro rata in accordance with such participating interests)reasonable discretion.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) Except as otherwise expressly provided herein (including Section 4.01 (Eurodollar Rate Lending Unlawful), Section 2.05 (Termination or Reduction of Commitments), Section 2.06 (Defaulting Lenders), Section 3.07 (Optional Prepayment) and Section 3.08 (Mandatory Prepayment)), each borrowing from Funding of Loans shall be allocated by the Administrative Agent pro rata among the Lenders under Sections 2.1(a), 2.2(e) in accordance with their respective Commitment Availability Percentages and 2.3(e) each reduction of Commitments shall be made from allocated by the Lenders, each payment of the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case Administrative Agent pro rata according to among the amounts of Lenders in accordance with their respective Revolving Commitments; . (b) Except as required under Section 2.06 (Defaulting Lenders), Section 3.07 (Optional Prepayment), Section 3.08 (Mandatory Prepayment) or Article IV (Eurodollar Rate and Tax Provisions), each payment or prepayment of principal of Revolving the Loans shall be allocated by the Borrower shall be made for the account of Administrative Agent pro rata among the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; (c) their outstanding Loans, each payment of interest on Revolving the Loans shall be allocated by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made Administrative Agent pro rata among the Lenders according to in accordance with the respective interest amounts of outstanding on their respective Revolving outstanding Loans, and each payment of fees on the then current Interest Period for each Lender’s portion of each such Loan of such Type Commitments shall be coterminous; (e) allocated by the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be Administrative Agent pro rata among the Lenders in accordance with their respective Revolving Commitments; and Commitment Availability. (fc) Each Lender agrees that in computing such Lender’s portion of any Funding to be made hereunder, the Lenders’ participation inAdministrative Agent may, and payment obligations in respect ofits discretion, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments round each Lender’s percentage of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except such Funding to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)next higher or lower whole Dollar amount.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing of Loans of a particular Class from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 shall be made from the relevant Lenders, each payment of the Fees commitment fee under Section 3.6(a) and the first sentence 2.05 in respect of Section 3.6(b) Commitments of a particular Class shall be made for the account of the applicable relevant Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments under Section 2.11 2.04 shall be applied to the respective Revolving Commitments of such Class of the relevant Lenders, in each case pro rata according to the amounts of their respective Commitments of such Class; provided, however, that Swing Loans shall be made only by, and interest thereon shall be paid by Borrower or PR Borrower only to, the Swing Loan Lender (subject to such Lender's obligation in respect of any participation therein purchased by the other Revolving CommitmentsCredit Lenders as provided in Section 2.01(e)); (b) except as otherwise provided in Section 5.04, LIBOR Loans of any Class having the same Interest Period shall be allocated pro rata among the relevant Lenders according to the amounts of their respective Revolving Credit Commitments and Term Loan Commitments (in the case of the making of Loans) or their respective Revolving Credit Loans and Term Loans (in the case of Conversions and Continuations of Loans); (c) except as otherwise provided in Section 2.09 or 2.10, each payment or prepayment of principal of Revolving Credit Loans or Term Loans by the Borrower or PR Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid outstanding principal amounts of the Revolving Loans of such Class held by them; and (cd) each payment of interest on Revolving Credit Loans and Term Loans by the Borrower or PR Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided herein: (ai) prior to the Step-Up Date, each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Borrowing shall be made from the Lenders, each payment of the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Initial Commitments under Section 2.11 2.07 shall be applied to the respective Revolving Initial Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Initial Commitments; (bii) on and after the Step-Up Date, each Borrowing shall be made from the Lenders, and each termination or reduction of the amount of the Commitments under Section 2.07 shall be applied to the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments; (iii) each Borrowing shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments (in the case of the making of Loans) or their respective Loans that are to be included in such Borrowing (in the case of conversions and continuations of Loans), provided that prior to the Step-Up Date, each Borrowing shall be allocated pro rata among the Lenders according to the amounts of their respective Initial Commitments; (iv) each payment of commitment fee under Section 2.10 shall be made for account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (v) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; and (cvi) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing of Ratable Loans from the Lenders Banks under Sections 2.1(a2.01(b), 2.2(e2.03(b)(3) and 2.3(e2.16(h) shall be made from the LendersBanks, each payment of the Fees fees under Section 3.6(aSections 2.08, 2.16(g)(i) and the first sentence of Section 3.6(b) 2.17 shall be made for the account of the applicable LendersBanks, and each termination or reduction of the amount of the Revolving Loan Commitments under Section 2.11 2.15(a) shall be applied to the respective Revolving Loan Commitments of the LendersBanks, in each case pro rata according to the amounts of their respective Revolving Loan Commitments; (b) each payment or prepayment of principal of Revolving Ratable Loans by the Borrower shall be made for the account of the Lenders Banks pro rata in accordance with the respective unpaid principal amounts of the Revolving Ratable Loans held by them, provided that, subject to Section 12.19, if immediately prior to giving effect to any such payment in respect of any Ratable Loans the outstanding principal amount of the Ratable Loans shall not be held by the Banks in accordance with their respective Pro Rata Shares in effect at the time such Ratable Loans were made, then such payment shall be applied to the Ratable Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Ratable Loans being held by the Banks in accordance with such respective Pro Rata Shares; (c) each payment of interest on Revolving Ratable Loans by the Borrower shall be made for the account of the Lenders Banks pro rata in accordance with the amounts of interest on such Ratable Loans then due and payable to the respective LendersBank; (d) the Conversion and Continuation of Revolving Ratable Loans of a particular Type (other than Conversions provided for by Section 4.6Sections 3.01, 3.02, 3.03 and 3.04) shall be made pro rata among the Lenders Banks according to the amounts of their respective Revolving Ratable Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the LendersBanks’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.03(b)(4) shall be in accordance with their respective Pro Rata Shares; (f) the Banks’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, 2.16(h) shall be pro rata in accordance with their respective Revolving CommitmentsPro Rata Shares; and (fg) the Lenders’ participation in, and each payment obligations in respect of, or prepayment of principal of Swingline Loans under pursuant to the second sentence of Section 2.3, 2.03(b)(3) shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be made for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be Lenders pro rata in accordance with such participating interests)the respective unpaid principal amounts of the Swingline Loans held by them.

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: (ai) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.1 shall be made from the Lenders, each payment of the Unused Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 2.2 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; Commitment Percentages; (bii) each payment or prepayment of principal of Revolving Loans by the Borrower and each payment of the Fees under Section 2.12 shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that, with respect to any optional prepayment pursuant to Section 2.7, such prepayments shall be applied to the Base Rate Loans and/or groups of LIBOR Rate Loans with the same Interest Period at the direction of the Borrower in its reasonable discretion; (ciii) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts amount of interest on such Loans then due and payable to the respective Lenders; and (div) the making, Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Commitments (in the case of making of Loans, ) or their respective Loans (in the case of Conversions and Continuations of Loans) and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(a), 2.2(eSection 2.1.(a) and 2.3(e2.2.(e) shall be made from the Lenders, each payment of the Fees under Section 3.6(a3.7.(a) and the first sentence of Section 3.6(b3.7.(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 2.10. shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower Borrowers shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by themthem and owing by the Borrowers, provided that if immediately prior to giving effect to any such payment in respect of any Loans the outstanding principal amount of the Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made, then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata in accordance with their respective Commitments; (c) each payment of interest on Revolving Loans by the Borrower Borrowers shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the making, Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.65.5.) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Commitments (in the case of making of Loans, ) or their respective Loans (in the case of Conversions and Continuations of Loans) and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; and (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2., shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Loan shall be made from by the LendersBanks, each payment of the Fees commitment fees under Section 3.6(aSections 2.5 and 3.5 hereof and letter of credit fees under Subsection 2.7(c) and the first sentence of Section 3.6(b) hereof shall be made for the account of the applicable LendersBanks, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the LendersBanks, in each case pro rata according to the amounts of their respective Revolving CommitmentsCommitment Percentages; (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion making, Conversion, and Continuation of Revolving Loans Accounts of a particular Type (other than Conversions provided for by Section 4.68.4 hereof) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan Banks holding Accounts of such Type according to their respective Commitment Percentages; (c) each payment and prepayment of principal of or interest on Loans or Reimbursement Obligations by the Borrower shall be coterminous; made to the Agent for the account of the Agent or the Banks holding such Loans or Reimbursement Obligations (eor participation interests therein) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their the respective Revolving Commitmentsunpaid principal amounts of such Loans or participation interests held by the Agent or such Banks; and (fd) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, proceeds of Collateral shall be shared by the Agent and the Banks pro rata in accordance with their the respective Revolving Commitments. All payments unpaid principal amounts of principal, interest, fees and interest on the Obligations then due the Agent and the Banks; and (e) the Banks (other amounts than the Agent) shall purchase from the Agent participations in respect the Letters of the Swingline Loans shall be for the account of the Swingline Lender only (except Credit to the extent of their respective Commitment Percentages (calculated with respect to the Revolving Commitments only). If at any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e)time payment, in which case whole or in part, of any amount distributed by the Agent hereunder is rescinded or must otherwise be restored or returned by Agent as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, then each Person receiving any portion of such payments shall be pro rata in accordance with amount agrees, upon demand, to return the portion of such participating interests)amount it has received to the Agent.

Pro Rata Treatment. Except for Competitive Bid Loans and Section 3.14 hereof, and except with respect to payments to be made to a Bank pursuant to Sections 3.10, 3.16 or 12.3 and any other indemnity in favor of a Bank or Banks hereunder, each borrowing from, payment to, and utilization of and reduction of the Commitments of, the Banks hereunder shall, be prorated among the Banks according to the extent respective Commitments of the Banks as set forth in Section 2.2 hereof, as the same may be adjusted from time to time under Section 2.3, 3.13, 3.14 or 3.16 hereof. Each borrowing of Syndicated Loans hereunder shall (in the aggregate) be made in integral multiples of $5,000,000, with a minimum of $25,000,000; provided, however, that any Syndicated Loans made pursuant to Section 4.4(c)(ii) may, in the aggregate, be in the amount necessary to reimburse the Agent Bank. Except as otherwise provided herein: , (ai) each borrowing from payments with respect to the Lenders under Sections 2.1(a)outstanding principal of, 2.2(e) and 2.3(e) or accrued interest on, the Syndicated Loans shall be made from pro rata to only those Banks that funded such Loans (including any Bank that advanced monies pursuant to the Lendersprovisions of Section 2.3(e) hereof) and not to any defaulting Bank or a Bank not otherwise participating in such Loan, (ii) so long as no Event of Default has occurred, each payment of principal and interest on the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) Competitive Bid Loans shall be made to the Agent Bank for the account of the applicable Lendersrespective Bank making such Competitive Bid Loan, and each termination or reduction the principal amount of Competitive Bid Loans shall be paid on the last day of the amount Interest Period for such Competitive Bid Loan, (iii) after the occurrence of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments an Event of the LendersDefault, in each case pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment on account of principal of Revolving and interest on any outstanding Loans by the Borrower shall be made to the Agent Bank for the account of the Lenders Banks pro rata in accordance with the respective unpaid aggregate principal amounts amount of the Revolving all Loans held by them; then outstanding, and (civ) each payment of interest on Revolving Loans all payments to be made by the Borrower shall be made Company for the account of each of the Lenders pro rata in accordance with the amounts Banks on account of principal, interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) fees, shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)without set-off or counterclaim.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(a), 2.2(e2.3(e) and 2.3(e2.4(e) shall be made from the Lenders, each payment of the Fees fees under Section 3.6(a) and 3.5(b), the first sentence of Section 3.6(b3.5(c), and Section 3.5(d) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 2.12 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that, subject to Section 3.9, if immediately prior to giving effect to any such payment in respect of any Loans the outstanding principal amount of the Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made, then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata in accordance with their respective Commitments; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.64.1) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, Loans and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit Swingline Loans under Section 2.22.4, shall be pro rata in accordance with their respective Revolving CommitmentsCommitment Percentages; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans Letters of Credit under Section 2.3, shall be pro rata in accordance with their respective Revolving CommitmentsCommitment Percentages. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e2.4(e), in which case such payments shall be pro rata in accordance with such participating interests). Any payment or prepayment of principal or interest made during the existence of a Default or Event of Default shall be made for the account of the Lenders and the Issuing Banks in accordance with the order set forth in Section 10.5.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders of Committed Loans and the Term Loans under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 shall be made from the Lenders, each payment of the Fees fees under Section 3.6(a) and the first sentence of Section 3.6(b) 2.06 shall be made for the account of the applicable Lenders, and each termination or reduction of the amount or termination of the Revolving Commitments under Section 2.11 2.05 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments, and the Conversion or Continuation of Committed Loans of a particular Type (other than Conversions provided for by Section 5.04) shall be made pro rata among the relevant Lenders according to their respective Commitments; (b) each payment or prepayment of principal of Revolving Committed Loans and the Term Loans by the any Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Committed Loans or the Term Loans, as the case may be, held by themthe Lenders; and (c) each payment of interest on Revolving Committed Loans and the Term Loans by the any Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest due and payable to the respective Lenders; PROVIDED that, if an Event of Default shall have occurred and be continuing, each payment of principal of and interest on the Loans and other amounts owing hereunder by any Borrower shall be made for account of the Lenders pro rata in accordance with the aggregate amounts of all principal of and interest on the Loans and all other amounts owing hereunder by such Loans Borrower then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Revolving Loan shall be made from by the LendersBanks, each payment of the Fees commitment fees under Section 3.6(a) 2.5 and the first sentence letter of Section 3.6(bcredit fees under subsection 2.7 (c) shall be made for the account of the applicable LendersBanks, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the LendersBanks, in each case pro rata according to the amounts of their respective Revolving CommitmentsCommitment Percentages; (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion making, Conversion, and Continuation of Revolving Loans Accounts of a particular Type (other than Conversions provided for by Section 4.65.4) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan Banks holding Accounts of such Type according to their respective Commitment Percentages; (c) each payment and prepayment of principal of or interest on Revolving Loans or Reimbursement Obligations by the Borrower shall be coterminous; made to the Agent for the account of the Banks holding such Revolving Loans or Reimbursement Obligations (eor participation interests therein) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their the respective unpaid principal amounts of such Revolving CommitmentsLoans or Reimbursement Obligations (or participation interests therein); and (fd) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, proceeds of Collateral shall be shared by the Agent and the Banks pro rata in accordance with their the respective Revolving Commitments. All payments unpaid principal amounts of principal, interest, fees and interest on the Obligations then due the Agent and the Banks; and (e) the Banks (other amounts than the Agent) shall purchase from the Agent participations in respect the Letters of the Swingline Loans shall be for the account of the Swingline Lender only (except Credit to the extent of their respective Commitment Percentages. If at any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e)time payment, in which case whole or in part, of any amount distributed by the Agent hereunder is rescinded or must otherwise be restored or returned by Agent as a preference, fraudulent conveyance, or otherwise under any bankruptcy, insolvency, or similar law, then each Person receiving any portion of such payments shall be pro rata in accordance with amount agrees, upon demand, to return the portion of such participating interests)amount it has received to the Agent.

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: (ai) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.1 shall be made from the Lenders, each payment of the Unused Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 2.2 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving CommitmentsCommitment Percentages; (bii) each payment or prepayment of principal of Revolving Loans by the Borrower and each payment of the Fees under Section 2.12 shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that, with respect to any optional prepayment pursuant to Section 2.7, such prepayments shall be applied to the Base Rate Loans and/or groups of LIBOR Rate Loans with the same Interest Period at the direction of the Borrower in its reasonable discretion; (ciii) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts amount of interest on such Loans then due and payable to the respective Lenders; and (div) the making, Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Commitments (in the case of making of Loans, ) or their respective Loans (in the case of Conversions and Continuations of Loans) and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; . (eb) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.1, Section 2.15 or Section 11.7, then the Lenders’ participation inAgent shall (notwithstanding any contrary provision hereof), and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (fi) apply any amounts thereafter received by the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the Swingline Lender only case of each of (except to the extent any Lender shall have acquired i) and funded a participating interest (ii) above, in any such Swingline Loan pursuant to Section 2.3(e), order as determined by the Agent in which case such payments shall be pro rata in accordance with such participating interests)reasonable discretion.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ai) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) shall be made from by the LendersLenders pro rata in accordance with the amounts of their respective Commitments; (ii) except as otherwise provided in Section 5.04, each payment of LIBOR Rate Loans having the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) same Interest Period shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case allocated pro rata among the Lenders according to the amounts of their respective Revolving CommitmentsCommitments (in the case of the making of Loans) or their respective Loans (in the case of Conversions and Continuations of Loans); (biv) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; and (civ) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion . Computations. Interest on all LIBOR Rate Loans and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Base Rate Loans shall be computed on the basis of a year of three hundred sixty (360) days and actual days elapsed (including the first day but excluding the last day) occurring in the period for the account of the Swingline Lender only which payable. Minimum Amounts. Except for (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan i) mandatory prepayments made pursuant to Section 2.3(e3.05, (ii) Conversions or prepayments made pursuant to Section 5.04, (iii) prepayments made pursuant to Section 10.03(d), in which case such payments and (iv) advances pursuant to Sections 2.02(c), 7.04., 7.05 and 7.11, each borrowing, Conversion, Continuation and optional partial prepayment of principal (collectively, "Loan Transactions") of Loans shall be pro rata in accordance with an aggregate amount at least equal to $100,000.00. Loan Transactions of or into Loans of different Types or Interest Periods at the same time hereunder shall be deemed separate Loan Transactions for purposes of the foregoing, one for each Type or Interest Period; provided that (A) if any Loans or borrowings would otherwise be in a lesser principal amount for any period, such participating interests)Loans shall be Base Rate Loans during such period, (B) Loans for the payment of interest due under the Notes may be in a lesser principal amount, and (C) if any Loans are LIBOR Rate Loans, additional increments shall be in a minimum amount at least equal to $100,000.00. Notwithstanding the foregoing, the minimum amount of $100,000.00 shall not apply to Conversions of lesser amounts into a Type or Interest Period that has (or will have upon such Conversion) an aggregate principal amount exceeding such minimum amount and one Interest Period.

Pro Rata Treatment. Except (a) With respect to the US$ Lenders, except to the extent otherwise provided herein: (ai) each borrowing from the US$ Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 hereof shall be made from the US$ Lenders, each payment of the Fees commitment fees under Section 3.6(a) and the first sentence of Section 3.6(b) 2.03 hereof shall be made for the account of the applicable US$ Lenders, and each termination or reduction of the amount of the Revolving US$ Commitments under Section 2.11 2.02 hereof shall be applied to the respective Revolving US$ Commitments of the US$ Lenders, in each case pro rata according to the amounts US$ Lenders’ respective percentages of their respective Revolving the US$ Commitments; , (bii) each payment or prepayment by the Company of principal of Revolving or interest on US$ Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by the Borrower Section 6 hereof) shall be made to the Administrative Agent for the account of the US$ Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving such US$ Loans held by them; the US$ Lenders and (iii) each conversion of US$ Loans of a particular Type (other than conversions of Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made pro rata among the US$ Lenders in accordance with the respective principal amounts of such US$ Loans held by the US$ Lenders. (b) With respect to the US$-Canadian Lenders, except to the extent otherwise provided herein: (i) each borrowing from the US$-Canadian Lenders under Section 2.01 hereof shall be made from the US$-Canadian Lenders and each termination or reduction of the US$-Canadian Commitments under Section 2.02 hereof shall be applied to the US$-Canadian Commitments of the US$-Canadian Lenders, pro rata according to the US$-Canadian Lenders’ respective percentages of the US$-Canadian Commitments, (ii) each payment by the Company of principal of or interest on US$-Canadian Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made to the Administrative Agent for the account of the US$-Canadian Lenders pro rata in accordance with the respective unpaid principal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders and (iii) each conversion of US$-Canadian Loans of a particular Type (other than conversions of Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made pro rata among the US$-Canadian Lenders in accordance with the respective principal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders. (c) With respect to the Multi-Currency Lenders, except to the extent otherwise provided herein: (i) each borrowing from the Multi-Currency Lenders under Section 2.01 hereof shall be made from the Multi-Currency Lenders, each payment of interest on Revolving Loans by the Borrower commitment fees under Section 2.03 hereof shall be made for the account of the Multi-Currency Lenders, and each termination or reduction of the Multi-Currency Commitments under Section 2.02 hereof shall be applied to the Multi-Currency Commitments of the Multi-Currency Lenders, pro rata according to the Multi-Currency Lenders’ respective percentages of the Multi-Currency Commitments and (ii) each payment by the Company of principal of or interest on Multi-Currency Loans (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made to the Multi-Currency Payment Agent, in each case for the account of the Multi-Currency Lenders and pro rata in accordance with the respective unpaid principal amounts of interest on such Multi-Currency Loans then due and payable to (whether denominated in Dollars or other currency) held by the respective Multi-Currency Lenders; . (d) With respect to the Conversion Brazilian Lenders, except to the extent otherwise provided herein: (i) each borrowing from the Brazilian Lenders under Section 2.01 hereof shall be made from the Brazilian Lenders, each payment of commitment fees under Section 2.03 hereof shall be made for the account of the Brazilian Lenders, and Continuation each termination or reduction of the Brazilian Commitments under Section 2.02 hereof shall be applied to the Brazilian Commitments of the Brazilian Lenders, pro rata according to the Brazilian Lenders’ respective percentages of the Brazilian Commitments and (ii) each payment by the Company of principal of or interest on Brazilian Loans (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made to such agents and on such terms and conditions as will be specified in the amendments to this Agreement to be entered into in connection with an increase in the Brazilian Commitments in accordance with Section 2.01(e). (e) Any reduction of the Revolving Commitments under Section 2.02(b) or 3.02(c) and any mandatory prepayment under Section 3.02(b) shall be applied ratably to the US$ Commitments, US$-Canadian Commitments, the Brazilian Commitments and the Multi-Currency Commitments. (f) With respect to the Incremental Term Lenders, if any, except to the extent otherwise provided herein: (i) the borrowing from the Incremental Term Lenders under Section 2.01(c) hereof shall be made from the Incremental Term Lenders, pro rata according to the Incremental Term Lenders’ respective percentages of the Incremental Term Loans, (ii) each payment (or prepayment) by the Company of principal or interest on Incremental Term Loans of a particular Type (other than Conversions payments in respect of Loans of individual Lenders provided for by Section 4.66 hereof) shall be made to the Administrative Agent for the account of Incremental Term Lenders, pro rata in accordance with the respective unpaid principal amounts of such Incremental Term Loans held by the Incremental Term Lenders, and (iii) each conversion of Incremental Term Loans of a particular Type (other than conversions of Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made pro rata among the Incremental Term Lenders in accordance with the respective principal amounts of Incremental Term Loans held by the Incremental Term Lenders. (g) Each prepayment by the Company of the Incremental Term Loans, if any, as provided by Section 3.02 hereof shall be applied pro rata to the Incremental Term Loans and to the installments of the Incremental Term Loans, pro rata according to the then outstanding amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)thereof.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing of Loans of a particular Class from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 shall be made from the relevant Lenders, each payment of the Fees commitment fee under Section 3.6(a) and the first sentence 2.05 in respect of Section 3.6(b) Commitments of a particular Class shall be made for the account of the applicable relevant Lenders, and each termination or reduction of the amount of the Revolving Commitments of a particular Class under Section 2.11 2.04 shall be applied to the respective Revolving Commitments of such Class of the relevant Lenders, PRO RATA according to the amounts of their respective Commitments of such Class; PROVIDED, HOWEVER, that Swing Loans shall be made only by, and interest thereon shall be paid by Borrower only to, the Swing Loan Lender (subject to such Lender's obligations in each case pro rata respect of any participation therein purchased by the other Revolving Credit Lenders as provided in Section 2.01(e)); (b) except as otherwise provided in Section 5.04, LIBOR Loans of any Class having the same Interest Period shall be allocated PRO RATA among the relevant Lenders according to the amounts of their respective Revolving CommitmentsCredit and Term Loan Commitments (in the case of the making of Loans) or their respective Revolving Credit and Term Loans (in the case of Conversions and Continuations of Loans); (bc) each payment or prepayment of principal of Revolving Credit Loans or Term Loans by the Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid outstanding principal amounts of the Revolving Loans of such Class held by them; and (cd) each payment of interest on Revolving Credit Loans and Term Loans by the Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided herein: (ai) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 3.1 shall be made from the Lenders, (ii) each payment of the Fees fees under Section 3.6(a) and the first sentence of Section 3.6(b3.1(e) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (biii) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that if immediately prior to giving effect to any such payment in respect of any Loans the outstanding principal amount of the Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made, then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata in accordance with their respective Commitments; (civ) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts amount of interest on such Loans then due and payable to the respective Lenders; (dv) the Conversion making and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.63.9(f)) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Commitments (in the case of making of Loans, ) or their respective Loans (in the case of Continuations of Loans) and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; and (evi) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit Loans under Section 2.23.1, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) making of Loans of a particular Class (other than Competitive Loans and 2.3(eSwingline Loans) shall be made from the Lenders, each payment of the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata among the Banks according to the amounts of their respective Revolving Commitments; Commitments (without taking into account any Competitive Loans or Swingline Loans) and the then current Interest Period of Loans of a particular Class and Series shall be coterminous; (b) except as otherwise provided in Section 5.04 hereof, Eurodollar Loans having the same Interest Period shall be allocated pro rata among the flanks according to the amounts of their respective Commitments (in the case of the making of Loans) or their respective Loans (in the case of Conversions and Continuations of Loans); (c) each payment or prepayment of principal of Revolving Loans by the Borrower of a particular Class and Series shall be made for the account of the Lenders Banks pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class and Series held by them; the Banks; (cd) each payment of interest on Revolving Loans by the Borrower of a particular Class and Series shall be made for the account of the Lenders Banks pro rata in accordance with the amounts of interest on Loans of such Loans Class and Series then due and payable to the respective Lenders; Banks; (de) each termination or reduction of the Conversion and Continuation amount of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) the Commitments shall be made applied to the Commitments of the Banks, pro rata among the Lenders according to the respective amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion Commitments of each such Loan of such Type shall be coterminousthe Banks; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and and (f) notwithstanding the Lenders’ participation inforegoing, Borrowings, payments and payment obligations in respect of, Swingline prepayments of Competitive Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except made without regard to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to foregoing provisions of this Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)402.

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: (ai) each borrowing from the Lenders under Sections Section 2.1(a), 2.2(e) and 2.3(e) shall be made from the Lenders, each payment of the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (bii) each payment or prepayment of principal of Revolving Loans by the Borrower and each payment of the Fees under Section 2.12 shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that, with respect to any optional prepayment pursuant to Section 2.7, such prepayments shall be applied to the Base Rate Loans and/or groups of LIBOR Rate Loans with the same Interest Period at the direction of the Borrower in its reasonable discretion; (ciii) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts amount of interest on such Loans then due and payable to the respective Lenders; and (div) the making, Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Commitments (in the case of making of Loans, ) or their respective Loans (in the case of Conversions and Continuations of Loans) and the then current Interest Period for each Lender’s 's portion of each such Loan of such Type shall be coterminous; . (eb) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.1, Section 2.15 or Section 11.7, then the Lenders’ participation inAgent shall (notwithstanding any contrary provision hereof), and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (fi) apply any amounts thereafter received by the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be Agent for the account of such Lender to satisfy such Lender's obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the Swingline Lender only case of each of (except to the extent any Lender shall have acquired i) and funded a participating interest (ii) above, in any such Swingline Loan pursuant to Section 2.3(e), order as determined by the Agent in which case such payments shall be pro rata in accordance with such participating interests)reasonable discretion.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from Except in the Lenders under Sections 2.1(a)case of Swingline Loans, 2.2(e) all fundings, continuations and 2.3(e) conversions of Loans of any Class shall be made from by the Lenders, each payment Lenders pro rata on the basis of their respective Commitments to provide Loans of such Class (in the case of the Fees under funding of Loans of such Class pursuant to Section 3.6(a2.2) or on the basis of their respective outstanding Loans of such Class (in the case of continuations and conversions of Loans of such Class pursuant to Section 2.11, and additionally in all cases in the first sentence event the Commitments have expired or have been terminated), as the case may be from time to time. All payments on account of Section 3.6(b) shall be made principal of or interest on any Loans, fees or any other Obligations owing to or for the account of the applicable Lenders, and each termination any one or reduction of the amount of the Revolving Commitments under Section 2.11 more Lenders shall be applied to the respective Revolving Commitments of the Lenders, apportioned ratably among such Lenders in each case pro rata according proportion to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees or other Obligations owed to them respectively. (b) Each Lender agrees that if it shall receive any amount hereunder (whether by voluntary payment, realization upon security, exercise of the right of setoff or banker’s lien, counterclaim or cross action, or otherwise, other than pursuant to Section 2.16(a), 2.16(b), 2.16(d), 2.17, or 12.7) applicable to the payment of any of the Obligations that exceeds its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of such Obligations due and payable to all Lenders at such time) of payments on account of such Obligations then or therewith obtained by all the Lenders to which such payments are required to have been made, such Lender shall forthwith purchase from the other amounts Lenders such participations in such Obligations as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender (whether as a result of any demand, settlement, litigation or otherwise), such purchase from each such other Lender shall be rescinded and each such other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery, together with an amount equal to such other Lender’s ratable share (according to the proportion of (i) the amount of such other Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the Swingline Loans shall be for total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to the account provisions of this Section 2.15(b) may, to the fullest extent permitted by law, exercise any and all rights of payment (including, without limitation, setoff, banker’s lien or counterclaim) with respect to such participation as fully as if such participant were a direct creditor of the Swingline Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or similar law, any Lender only (except receives a secured claim in lieu of a setoff to which this Section 2.15(b) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 2.15(b) to share in the benefits of any Lender shall have acquired and funded a participating interest in any recovery on such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)secured claim.

Pro Rata Treatment. (a) Except to the extent as otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) shall be made from the Lenders, each payment of principal and interest on the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) Notes shall be made for or shared among the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case Purchasers pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans Notes held by them; such Purchasers. (cb) each The Purchasers hereby agree among themselves that if any Purchaser shall obtain any payment (whether voluntary, involuntary, through the exercise of interest any right of setoff, or otherwise) on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata Notes held by it, in excess of its ratable share of payments on account of such Notes obtained by all Purchasers entitled to such payments, such Purchaser shall promptly (i) turn the same (in kind) over to the other Purchasers to the extent necessary so that each Purchaser has received such payments in accordance with Section 9.01(a) or (ii) purchase, without recourse or warranty, from the amounts of interest on other Purchasers such Loans then due and payable to participation in the respective Lenders; (d) Notes, as the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) case may be, as shall be made pro rata among necessary to cause such purchasing Purchaser to share the Lenders according to the amounts excess payment ratably with each of their respective Revolving Loansthem; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing party, such purchase shall be rescinded in whole or in part, as applicable, and the then current Interest Period for each Lender’s applicable portion of each such Loan of such Type the purchase price paid therefore shall be coterminous; (e) the Lenders’ participation inreturned to such purchasing party, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (but without interest except to the extent any Lender shall have acquired and funded a participating that such purchasing party is required to pay interest in connection with the recovery of the excess payment. The Issuer agrees that any such Swingline Loan Purchaser so purchasing a participation from another Purchaser pursuant to this Section 2.3(e)9.02(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Purchaser were the direct creditor of the Issuer in which case the amount of such payments shall be pro rata in accordance with such participating interests)participation.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ai) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) shall be made from by the LendersLenders pro rata in accordance with the amounts of their respective Commitments; (ii) except as otherwise provided in Section 5.04, each payment of LIBOR Rate Loans having the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) same Interest Period shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case allocated pro rata among the Lenders according to the amounts of their respective Revolving CommitmentsCommitments (in the case of the making of Loans) or their respective Loans (in the case of Conversions and Continuations of Loans); (biv) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; and (civ) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion . Computations. Interest on all LIBOR Rate Loans and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Base Rate Loans shall be computed on the basis of a year of three hundred sixty (360) days and actual days elapsed (including the first day but excluding the last day) occurring in the period for the account of the Swingline Lender only which payable. Minimum Amounts. Except for (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan i) mandatory prepayments made pursuant to Section 2.3(e3.05, (ii) Conversions or prepayments made pursuant to Section 5.04, (iii) prepayments made pursuant to Section 10.03(d), in which case such payments and (iv) advances pursuant to Sections 2.02(c), 7.04, 7.05 and 7.10, each borrowing, Conversion, Continuation and optional partial prepayment of principal (collectively, "Loan Transactions") of Loans shall be pro rata in accordance with an aggregate amount at least equal to One Hundred Thousand and No/100 Dollars ($100,000.00). Loan Transactions of or into Loans of different Types or Interest Periods at the same time hereunder shall be deemed separate Loan Transactions for purposes of the foregoing, one for each Type or Interest Period; provided that (1) if any Loans or borrowings would otherwise be in a lesser principal amount for any period, such participating interestsLoans shall be Base Rate Loans during such period, (2) Loans for the payment of interest due under the Notes may be in a lesser principal amount, and (3) if any Loans are LIBOR Rate Loans, additional increments shall be in a minimum amount at least equal to One Hundred Thousand and No/100 Dollars ($100,000.00). Notwithstanding the foregoing, the minimum amount of One Hundred Thousand and No/100 Dollars ($100,000.00) shall not apply to Conversions of lesser amounts into a Type or Interest Period that has (or will have upon such Conversion) an aggregate principal amount exceeding such minimum amount and one Interest Period.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) shall be made from the Lenders, each payment of the Fees under Section 3.6(a) Sections 3.8(a), 3.8(b), 3.8(e), and the first sentence of Section 3.6(b3.8(g) shall be made for the account of the applicable Lenders, and each termination or reduction of Lenders pro rata in accordance with the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; Commitment Percentages, (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) each payment with respect to the Existing LCs shall be made for the account of LC Issuer and each other Lender purchasing a participation in any Existing LC and related reimbursement obligations and shall be shared pro rata among such Lenders, as determined on any date of determination for any such Lender as the proportion which the Principal Debt arising under the Existing LCs (or participations therein) owed to such Lender bears to the Principal Debt under the Existing LCs owed to all Lenders; and (e) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.64.4) shall be made pro rata among the Lenders according to the amounts of their respective Revolving LoansCommitment Percentages, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to All Loans under, and all payments and other amounts received in connection with, this Agreement (including, without limitation, amounts received as a result of the extent otherwise provided herein: (a) each borrowing from exercise by any Lender of any right of set-off), shall be effectively shared by the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) shall be made from the Lenders, each payment of the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata ratably in accordance with the respective unpaid principal amounts Pro Rata Percentages of the Revolving Loans held by them; Lenders. If any Lender shall obtain any payment (cwhether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the principal of, or interest on, or fees in respect of, any Note held by it (other than pursuant to Sections 2.3(b), 2.5(a), 8.19, 8.20 or 8.21 or the normal and customary processing fees charged by an Issuer in connection with the Issuance of or drawings under a Letter) such Lender shall deliver such payments and other amounts received to the Agent for application in accordance with this Agreement and the Intercreditor Agreement provided however, that if all or any portion of such payment or other amounts received is thereafter recovered from such Lender, such payment or other amounts received and paid over to the Agent shall be returned by the Agent to such Lender (subject to the rights of the Agent to be reimbursed and indemnified by all the Lenders pro rata and to be reimbursed and indemnified in accordance with the amounts of interest on such Loans then due and payable Intercreditor Agreement). Borrower agrees that any Lender making payment to the respective Lenders; Agent pursuant to this Section 8.27 may, to the fullest extent permitted by law, exercise all its rights of payment (dincluding the right of set-off) with respect all or any portion of such payment or other amounts received that are thereafter recovered from such Lender as fully as if such Lender were the Conversion direct creditor of Borrower in the amount of such recovery. The terms of this Section 8.27, and Continuation other terms of Revolving Loans of a particular Type (other than Conversions provided for this Agreement regarding payments by Section 4.6) the Agent to the Lenders shall be made pro rata among the Lenders according subject to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect terms of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)Intercreditor Agreement.

Pro Rata Treatment. Except (a) With respect to the US$ Lenders, except to the extent otherwise provided herein: (ai) each borrowing from the US$ Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 hereof shall be made from the US$ Lenders, each payment of the Fees commitment fees under Section 3.6(a) and the first sentence of Section 3.6(b) 2.03 hereof shall be made for the account of the applicable US$ Lenders, and each termination or reduction of the amount of the Revolving US$ Commitments under Section 2.11 2.02 hereof shall be applied to the respective Revolving US$ Commitments of the US$ Lenders, in each case pro rata PRO RATA according to the amounts US$ Lenders' respective percentages of their respective Revolving the US$ Commitments; , (bii) each payment or prepayment by the Company of principal of Revolving or interest on US$ Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by the Borrower Section 6 hereof) shall be made to the Administrative Agent for the account of the US$ Lenders pro rata PRO RATA in accordance with the respective unpaid principal amounts of the Revolving such US$ Loans held by them; the US$ Lenders and (ciii) each payment conversion of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving US$ Loans of a particular Type (other than Conversions conversions of Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made PRO RATA among the US$ Lenders in accordance with the respective principal amounts of such US$ Loans held by the US$ Lenders. (b) With respect to the US$-Canadian Lenders, except to the extent otherwise provided herein: (i) each borrowing from the US$-Canadian Lenders under Section 2.01 hereof shall be made from the US$-Canadian Lenders and each termination or reduction of the US$-Canadian Commitments under Section 2.02 hereof shall be applied to the US$-Canadian Commitments of the US$-Canadian Lenders, PRO RATA according to the US$-Canadian Lenders' respective percentages of the US$-Canadian Commitments, (ii) each payment by the Company of principal of or interest on US$-Canadian Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 4.66 hereof) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be Administrative Agent for the account of the Swingline Lender only US$-Canadian Lenders PRO RATA in accordance with the respective unpaid principal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders and (except to the extent any Lender shall have acquired and funded iii) each conversion of US$-Canadian Loans of a participating interest in any such Swingline Loan particular Type (other than conversions of Loans of individual Lenders pursuant to Section 2.3(e), in which case such payments 6.04 hereof) shall be pro rata made PRO RATA among the US$-Canadian Lenders in accordance with the respective principal amounts of such participating interests)US$-Canadian Loans held by the US$-Canadian Lenders.

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: herein (including without limitation, as specified in Sections 2.2(f) and 2.11(c) hereof): (a) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.1 hereof shall be made from the Lendersmade, each payment of the Commitment Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made and applied for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the LendersLenders under Section 2.4 hereof shall be applied, in each case pro rata rata, according to the amounts of their respective Revolving Commitmentseach Lender's Commitment Percentage; (b) each payment or prepayment by the Borrower of principal of Revolving or interest on Loans by the Borrower shall be made to the Agent for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving such Loans held by themthe Lenders; and (c) the Lenders (other than the Agent) shall purchase from the Agent participations in the Letters of Credit, to the extent of their respective Commitment Percentages upon issuance by the Agent of each payment Letter of interest Credit as otherwise provided for herein. (b) Except as otherwise provided or specified in Section 2.2(f), unless the Agent shall have been notified 95 in writing by any Lender prior to the date of a proposed Loan that such Lender will not make the amount that would constitute such Lender's Commitment Percentage of such Loan on Revolving Loans such date available to the Agent at the Principal Office, the Agent may assume that such Lender has made such amount available to the Agent on such date, and the Agent may, in reliance upon such assumption and subject to the terms and conditions of this Agreement, make such amount available to the Borrower by depositing the same, in immediately available funds, in a general deposit account designated and maintained by the Borrower with the Agent at the Principal Office. If a requested Loan shall be made not occur on any date specified by the Borrower as set forth in the applicable Request for the account Extension of Credit because all of the Lenders pro rata conditions for such Loan set forth herein or in accordance with any of the other Loan Documents shall have not been met, the Agent shall return the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among so received from the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of such requested Loan to the Swingline Loans applicable Lenders as soon as practicable. (c) Notwithstanding any provision to the contrary contained in this Section 2.11 or in any other provision hereof, each Lender shall be for the account only receive interest upon and a portion of the Swingline Commitment Fee paid hereunder based upon the amount of funds actually advanced by such Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant Borrower from time to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)time.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ai) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 3.1 shall be made from the Lenders, each payment of the Fees fees under Section 3.6(a) and the first sentence of Section 3.6(b3.1(e) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (bii) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that if immediately prior to giving effect to any such payment in respect of any Loans the outstanding principal amount of the Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made, then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata in accordance with their respective Commitments; (ciii) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts amount of interest on such Loans then due and payable to the respective Lenders; (div) the Conversion making and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.63.9(f)) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Commitments (in the case of making of Loans, ) or their respective Loans (in the case of Continuations of Loans) and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; and (ev) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit Loans under Section 2.23.1, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: , (ai) each borrowing Borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 hereof shall be made from the relevant Lenders, each payment of the Fees commitment fees under Section 3.6(a) and the first sentence 2.11 hereof in respect of Section 3.6(b) Commitments shall be made for the account of the applicable relevant Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 2.08 hereof shall be applied to the respective Revolving Commitments of the relevant Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (bii) Loans shall be allocated pro rata among the relevant Lenders according to the amounts of their Commitments (in the case of the making of Loans); (iii) each payment or prepayment by the Borrower of principal of Revolving Loans by the Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; and (civ) each payment by the Borrower of interest on Revolving Loans by the Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by . In computing any amount under this Section 4.6) 2.17(c), fractional amounts shall be made pro rata among treated such that (i) for an amount to be distributed to any Lender which is not the Lenders according Administrative Agent (the “Non-Agent Lender”), any amount less than one cent shall be rounded down and (ii) for an amount to be distributed to a Lender who is the Administrative Agent (the “Agent Lender”), such amount shall be the difference between the total amount to be distributed and the aggregate amount to be distributed to the amounts of their respective Revolving LoansNon-Agent Lenders (if there is no Agent Lender, and the then current Interest Period for each Lender’s portion of each such Loan of such Type reference to the Agent Lender shall be coterminous; (e) read to reference the Lenders’ participation in, Lender having the largest outstanding amount of Commitment and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interestsLoans).

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing of Loans of a particular Class from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 shall be made from the -47- relevant Lenders, each payment of the Fees commitment fee under Section 3.6(a) and the first sentence 2.05 in respect of Section 3.6(b) Commitments of a particular Class shall be made for the account of the applicable relevant Lenders, and each termination or reduction of the amount of the Revolving Commitments of a particular Class under Section 2.11 2.04 shall be applied to the respective Revolving Commitments of such Class of the relevant Lenders, in each case pro rata according to the amounts of their respective Commitments of such Class; provided, however, that Swing Loans shall be made only by, and interest thereon shall be paid by Borrower only to, the Swing Loan Lender (subject to such Lender's obligations in respect of any participation therein purchased by the other Revolving CommitmentsCredit Lenders as provided in Section 2.01(d)); (b) except as otherwise provided in Section 5.04, LIBOR Loans of any Class having the same Interest Period shall be allocated pro rata among the relevant Lenders according to the amounts of their respective Revolving Credit and Term Loan Commitments (in the case of the making of Loans) or their respective Revolving Credit and Term Loans (in the case of Conversions and Continuations of Loans); (c) each payment or prepayment of principal of Revolving Credit Loans or Term Loans by the Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid outstanding principal amounts of the Revolving Loans of such Class held by them; and (cd) each payment of interest on Revolving Credit Loans and Term Loans by the Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) Section 2.1 and 2.3(e2.4(e) shall be made from the Lenders, each payment of the Fees fees under Section 3.6(aSections 3.5(a), 3.5(b) and the first sentence of Section 3.6(b3.5(c) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 2.15 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that if immediately prior to giving effect to any such payment in respect of any Loans the outstanding principal amount of the Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made, then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata in accordance with their respective Commitments; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.65.1) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, Loans and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; coterminous and (e) the Lenders’ participation by Lenders in, and payment obligations in respect of, Letters of Credit under Section 2.2, 2.4 shall be made pro rata in accordance with their respective Revolving Commitments; and Commitment Percentages. Any payment or prepayment of principal or interest made (fi)(A) during the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under existence of a Default or Event of Default or (B) pursuant to Section 2.32.10(b)(ii), shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be made for the account of the Swingline Lender only Lenders in accordance with the order set forth in Section 11.5 and (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan ii) pursuant to Section 2.3(e2.10(b)(i), in which case such payments shall be pro rata made for the account of the Lenders holding Commitments (or, if the Commitments have been terminated, holding Loans, in accordance with such participating intereststhe order set forth in Section 11.5).

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: (ai) each borrowing from the Lenders under Sections Section 2.1(a), 2.2(e) and 2.3(e) shall be made from the Lenders, each payment of the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving CommitmentsCommitment Percentages; (bii) each payment or prepayment of principal of Revolving Loans by the Borrower and each payment of the Fees under Section 2.13 shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that, with respect to any optional prepayment pursuant to Section 2.7, such prepayments shall be applied to the Base Rate Loans and/or groups of LIBOR Rate Loans with the same Interest Period at the direction of the Borrower in its reasonable discretion; (ciii) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts amount of interest on such Loans then due and payable to the respective Lenders; and (div) the making, Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Commitments (in the case of making of Loans, ) or their respective Loans (in the case of Conversions and Continuations of Loans) and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; . (eb) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.1, Section 2.12 or Section 11.7, then the Lenders’ participation inAgent shall (notwithstanding any contrary provision hereof), and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (fi) apply any amounts thereafter received by the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the Swingline Lender only case of each of (except to the extent any Lender shall have acquired i) and funded a participating interest (ii) above, in any such Swingline Loan pursuant to Section 2.3(e), order as determined by the Agent in which case such payments shall be pro rata in accordance with such participating interests)reasonable discretion.

Pro Rata Treatment. (a) Except to the extent as otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) shall be made from the Lenders, each payment of principal, interest and premium, if any, on the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) Loans shall be made for or shared among the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case Lenders pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; owed to such Lenders. (cb) each The Lenders hereby agree among themselves that if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of interest any right of setoff, or otherwise) on Revolving Loans by the Borrower shall be made for the account of the Loans owed to it, in excess of its ratable share of payments on account of such Loans obtained by all Lenders pro rata entitled to such payments, such Lender shall promptly (i) turn the same (in kind) over to the other Lenders to the extent necessary so that each Lender has received such payments in accordance with Section 22.1(a) or (ii) purchase, without recourse or warranty, from the amounts of interest on other Lenders such Loans then due and payable to participation in the respective Lenders; (d) Loans, as the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) case may be, as shall be made pro rata among necessary to cause such purchasing Lender to share the Lenders according to the amounts excess payment ratably with each of their respective Revolving Loansthem; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing party, such purchase shall be rescinded in whole or in part, as applicable, and the then current Interest Period for each Lender’s applicable portion of each such Loan of such Type the purchase price paid therefore shall be coterminous; (e) the Lenders’ participation inreturned to such purchasing party, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment. The Company agrees that any Lender shall have acquired and funded so purchasing a participating interest in any such Swingline Loan participation from another Lender pursuant to this Section 2.3(e)22.1(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Company in which case the amount of such payments shall be pro rata in accordance with such participating interests)participation.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(a)2.01, 2.2(e2.03(e) and 2.3(e2.04(e) shall be made from the Lendersapplicable Lenders in such Class, each payment of the Fees fees under Section 3.6(a) and Sections 2.09(a), 2.09(b), the first sentence of Section 3.6(b2.09(d)(i), and 2.09(f) shall be made for the account of the applicable LendersLenders in such Class, and each termination or reduction of the amount of the Revolving any Commitments under Section 2.11 2.07 of a given Class shall be applied to the respective Revolving Commitments of the Lendersapplicable Lenders in such Class, in each case pro rata according to the amounts of their respective Revolving CommitmentsCommitments of such Class; (b) each payment or prepayment of principal of Revolving Loans by the Borrower of any Class shall be made for the account of the applicable Lenders in such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class, held by them, provided that, subject to Section 2.14, if immediately prior to giving effect to any such payment in respect of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata in accordance with their respective Revolving Commitments in effect at the time such Revolving Loans were made, then such payment shall be applied to the Revolving Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Revolving Loans being held by the Lenders pro rata in accordance with such respective Revolving Commitments; (c) each payment of interest on Revolving the Loans by the Borrower of a particular Class shall be made for the account of the Lenders in such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective LendersLenders of such Class; (d) the Conversion conversion and Continuation continuation of Revolving Loans of a particular Type and Class (other than Conversions conversions provided for by Section 4.6Sections 3.04(c) and 3.07) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, Loans of such Class and the then current Interest Period for each Lender’s portion of each such Loan of such Type and Class shall be coterminous; (e) the Revolving Lenders’ participation in, and payment obligations in respect of, Swing Line Loans under Section 2.04, shall be in accordance with their respective Credit Percentages for their Revolving Committed Amounts; and (f) the Revolving Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.22.03, shall be pro rata in accordance with their respective Credit Percentages for their Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving CommitmentsCommitted Amounts. All payments of principal, interest, fees and other amounts in respect of the Swingline Swing Line Loans shall be for the account of the Swingline Swing Line Lender only (except to the extent any Revolving Lender shall have acquired and funded a participating interest in any such Swingline Swing Line Loan pursuant to Section 2.3(e2.04(e), in which case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: (ai) each borrowing from the Lenders under Sections Section 2.1(a), 2.2(e) and 2.3(e) shall be made from the Lenders, each payment of the Fees under Section 3.6(a) and the first sentence of Section 3.6(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 2.13 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (bii) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that if immediately prior to giving effect to any such payment in respect of any Loans the outstanding principal amount of the Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made, then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata in accordance with their respective Commitments; (ciii) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts amount of interest on such Loans then due and payable to the respective Lenders; and (div) the making, Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Commitments (in the case of making of Loans, ) or their respective Loans (in the case of Conversions and Continuations of Loans) and the then current Interest Period for each Lender’s 's portion of each such Loan of such Type shall be coterminous; . (eb) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.1, 2.14 or Section 11.7, then the Lenders’ participation inAgent shall (notwithstanding any contrary provision hereof), and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (fi) apply any amounts thereafter received by the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be Agent for the account of such Lender to satisfy such Lender's obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the Swingline Lender only case of each of (except to the extent any Lender shall have acquired i) and funded a participating interest (ii) above, in any such Swingline Loan pursuant to Section 2.3(e), order as determined by the Agent in which case such payments shall be pro rata in accordance with such participating interests)reasonable discretion.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing of Loans from the Lenders Banks under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 hereof shall be made from the LendersBanks, each payment of the Fees commitment fee under Section 3.6(a) and the first sentence 2.05 hereof in respect of Section 3.6(b) Commitments shall be made for the account of the applicable LendersBanks, and each termination or reduction of the amount of the Revolving Commitments Commit ments under Section 2.11 2.04 hereof shall be applied to the respective Revolving Commitments of the LendersBanks, in each case pro rata according to the amounts of their respective Revolving Commitments; (b) the making, Conversion and Continuation of Loans of a particular Type (other than Conversions provided for by Section 5.04 hereof) shall be made pro rata among the Banks according to the amounts of their respective Commitments (in the case of the making of Loans) or their respective Loans (in the case of Conversions and Continuations of Loans) and the then current Interest Period for each Eurodollar Loan shall be coterminous; (c) each payment or prepayment of principal of Revolving Loans by the Borrower Borrowers shall be made for the account of the Lenders Banks pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; provided that if immediately prior to giving effect to any such payment in respect of any Loans the outstanding principal amount of the Loans shall not be held by the Banks pro rata in accordance with their respective Commitments in effect at the time such Loans were made (cwhether by reason of a failure of a Bank to make a Loan hereunder in the circumstances described in the last paragraph of Section 12.04 hereof or otherwise), then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Banks pro rata in accordance with their respective Commitments; and (d) each payment of interest on Revolving Loans by the Borrower Borrowers shall be made for the account of the Lenders Banks pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)Banks.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing of Loans of a particular Class from the Lenders under Sections 2.1(a), 2.2(e) and 2.3(e) Section 2.01 shall be made from the relevant Lenders, each payment of the Fees commitment fees under Section 3.6(a) and the first sentence 2.05 in respect of Section 3.6(b) Commitments of a particular Class shall be made for the account of the applicable relevant Lenders, and each termination or reduction of the amount of the Revolving Commitments of a particular Class under Section 2.11 2.04 shall be applied to the respective Revolving Commitments of such Class of the relevant Lenders, PRO RATA according to the amounts of their respective Commitments of such Class, except that Swing Loans shall be made only by, and interest thereon shall be paid by Borrower only to, the Swing Loan Lender (subject to such Lender's obligation in each case pro rata respect of any participation therein purchased by the other Revolving Lenders as provided in Section 2.01(g)); (b) except as otherwise provided in Section 5.04, LIBOR Loans of any Class having the same Interest Period shall be allocated PRO RATA among the relevant Lenders according to the amounts of their respective Revolving CommitmentsCommitments and Term Loan Commitments (in the case of the making of Loans) or their respective Revolving Loans and Term Loans (in the case of Conversions and Continuations of Loans); (bc) each payment or prepayment of principal of Revolving Loans or Term Loans by the Borrower shall be made for the account of the relevant Lenders pro rata PRO RATA in accordance with the respective unpaid outstanding principal amounts of the Revolving Loans of such class held by them; and (cd) each payment of interest on Revolving Loans and Term Loans by the Borrower shall be made for the account of the relevant Lenders pro rata PRO RATA in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) The portion of any Type of Loan or Advance made shall be allocated by the Credit Facility Agent among the applicable Lenders such that, following each borrowing from Loan or Advance, the Lenders under Sections 2.1(aratio of each Lender’s outstanding Commitments of such Type to the outstanding Aggregate Commitment of such Type is equal to each Lender’s respective Commitment Percentage of such Type. (b) Except as otherwise provided in Section 5.01 (LIBOR Lending UnlawfulIllegality), 2.2(eeach reduction of Commitments of any Type, pursuant to Section 2.07 (Termination or Reduction of Commitments) or otherwise, shall be allocated by the Credit Facility Agent pro rata among the applicable Lenders in accordance with, and subject to the exceptions in, Section 2.07 (Termination or Reduction of Commitments) and 2.3(eSection 3.8 (Reductions and Cancellations of Facility Debt Commitments) of the Common Terms Agreement. Each reduction in Issuing Bank Limits shall be made from allocated by the Lenders, each payment Credit Facility Agent pro rata among the Issuing Banks. (c) Except as otherwise required under Section 3.7 (Pro Rata Payment) of the Fees under Common Terms Agreement and Section 3.6(a4.11 (Voluntary Prepayment), Section 4.12 (Mandatory Prepayment) or Article V (LIBOR AndSOFR and the first sentence of Section 3.6(b) shall be made for the account of the applicable LendersTax Provisions), and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (bi) each payment or prepayment of principal of Revolving a Type of Loans shall be allocated by the Borrower shall be made for the account of the Lenders Credit Facility Agent pro rata among the applicable Lenders in accordance with the respective unpaid principal amounts of the Revolving their outstanding Loans held by them; of such Type (cother than Defaulting Lenders), (ii) each payment of interest on Revolving a Type of Loans shall be allocated by the Borrower shall be made for the account of the Lenders Credit Facility Agent pro rata among the applicable Lenders in accordance with the respective interest amounts of interest outstanding on such Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving their Loans of a particular such Type (other than Conversions provided for by Section 4.6Defaulting Lenders) and (iii) each payment of the Commitment Fees shall be made allocated by the Credit Facility Agent pro rata among the applicable Lenders according to the amounts of their respective Revolving Loans, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2, shall be pro rata in accordance with their respective Revolving Commitments; and Term Loan Commitments or Working Capital Commitments (f) the other than Defaulting Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e), in which case such payments shall be pro rata in accordance with such participating interests)as applicable.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1(aSection 2.1.(a), 2.2(e2.3.(d) and 2.3(e2.4.(e) shall be made from the Lenders, each payment of the Fees under Section 3.6(a3.6.(a) and under the first sentence of Section 3.6(b3.6.(b) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 2.12. shall be applied to the respective Revolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them; (c) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) each payment or prepayment of principal of Term Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Term Loans held by them; (e) each payment of interest on Term Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on the Term Loans then due and payable to the respective applicable Lenders; (f) the Conversion and Continuation of Revolving Loans or Term Loans of a particular Type (other than Conversions provided for by Section 4.6.) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans or Term Loans, as applicable, and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (eg) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.22.4., shall be pro rata in accordance with their respective Revolving Commitments; and (fh) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3., shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Lender shall have acquired and funded a participating interest in any such Swingline Loan pursuant to Section 2.3(e2.3.(e), in which case such payments shall be pro rata in accordance with such participating interests).