Common use of Pro Rata Treatment Clause in Contracts

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing of Loans from the Lenders under Section 2.01 shall be made from the relevant Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, pro rata according to the amounts of their respective Commitments; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of 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 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (d) each payment of interest on 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (ai) (x) other than with respect to any Borrowing requested pursuant to Section 2.18(a), each borrowing Borrowing of Loans from the Lenders under Section 2.01 a Class shall be made from the relevant 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 a commitment fees fee under Section 2.04 in respect of Commitments 2.09 shall be made for the account of the relevant LendersLenders of the applicable Class, 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 Commitments of a Class under Section 2.03 2.06, Section 2.08 or otherwise shall be applied to the respective CommitmentsCommitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments; Commitments of such Class; (bii) the making other than with respect to any Borrowing requested pursuant to Section 2.18(a), each Borrowing of Loans a Class shall be made allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments; Applicable Percentage of such Class (cin the case of the making of Loans) except or their respective Loans of such Class that are to be included in such Borrowing (in the extent indicated 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 4.07(b) and except for prepayments made 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 final sentence payment of a Non-Extending Lender’s Non-Extending Loans pursuant to Section 5.07(a)2.18, each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for the account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; provided that if immediately prior them (and, with respect to giving effect to the pro rata treatment of prepayments between Classes, any such payment in respect of any Loan the outstanding principal amount of the Loans prepayments shall not be held by the Lenders pro rata made in accordance with their respective Commitments in effect at the time such Loans were made provisions of Sections 2.08(e) and (by reason f)); and (iv) other than the payment of interest to a failure of a Non- Extending Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)on its applicable Non-Extending Maturity Date, 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; and (d) each payment of interest on Loans by the Borrower shall be made for the account of the relevant Lenders of 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 (if otherwise permitted hereunder) and may use the proceeds of 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 Multicurrency Borrowing in an Agreed Foreign Currency. Each Borrowing requested pursuant to Section 2.18(a) shall be made from each Extending Lender on a pro rata basis according to the amounts of their respective Commitments. Any termination or reduction of Commitments in accordance with Section 2.06(f) (including any payment or prepayment of principal of Loans in connection 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 the respective unpaid principal amounts of the Non-Extending Loans held by it, and any mandatory prepayment of Non-Extending Loans pursuant to Section 2.08(d) shall be made for the account of each Non-Extending Lender pro rata in accordance with the respective unpaid principal amounts of the Non-Extending Loans held by it. For the avoidance of doubt, no payments shall be 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 of Loans from the Lenders under Section 2.01 2.1(a) shall be made from the relevant Lenders, Lenders and each payment of commitment fees under Section 2.04 in respect of Commitments the Fees hereunder shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, pro rata according to the amounts of their respective Commitments; ; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower Borrowers shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; , provided that if immediately prior to giving effect to any such payment in respect of any Loan 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 (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)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; and (dc) each payment of interest on Loans by the Borrower Borrowers 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; and (d) the making, Conversion and Continuation of 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 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 Loan of such Type shall be coterminous.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing of Loans from the Lenders under Section 2.01 shall be made from the relevant Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, pro rata according to the amounts of their respective Commitments; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a)Revolving Loan borrowing, each payment or prepayment of principal of Loans any Revolving Loan, each payment of fees (other than the Administrative Fees retained by the Borrower Administrative Agent for its own account), each reduction of the Revolving Committed Amount, and each conversion or continuation of any Revolving Loan, shall (except as otherwise provided in Section 3.11) be made for the account of allocated pro rata among the relevant Lenders pro rata 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 outstanding Loans held by themand Participation Interests of such Lenders); provided that that, if immediately prior any Lender shall have failed to giving effect to any such payment in respect pay its applicable pro rata share of any Loan 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 (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)Revolving Loan, then any amount to which such payment Lender would otherwise be entitled pursuant to this Section 3.7 shall instead 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; and (d) each payment of interest on 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 LendersAdministrative Agent until the share of such Revolving Loan not funded by such Lender has been repaid; provided further, that in 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 Lender, with interest for the period commencing on the date such 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. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from the Lenders under Section 2.01 2.1. shall be made from the relevant Lenders, each payment of commitment the fees under Section 2.04 in respect of Commitments Sections 3.1. (a) through 3.1.(c) shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 2.9. shall be applied to the respective CommitmentsCommitments of Lenders, pro rata according to the amounts of their respective Commitments; ; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of 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 Loans held by them; , provided that if immediately prior to giving effect to any such payment in respect of any Loan Revolving Loans the outstanding principal amount of the Revolving 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 (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)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 their respective Commitments; and (dc) each payment of interest on 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 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 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) and the then current Interest Period for each Lender's portion of each Loan of such Type shall be coterminous; and (

Pro Rata Treatment. Except (a) With respect to the US$ Lenders, except to the extent otherwise provided herein: : (ai) each borrowing of Loans from the US$ Lenders under Section 2.01 hereof shall be made from the relevant US$ Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments 2.03 hereof shall be made for the account of the relevant US$ Lenders, and each termination or reduction of the amount of the US$ Commitments under Section 2.03 2.02 hereof shall be applied to the respective CommitmentsUS$ Commitments of the US$ Lenders, pro rata according to the amounts US$ Lenders’ respective percentages of their respective the US$ Commitments; , (bii) each payment by the making Company of principal of or interest on US$ Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower shall be made Administrative Agent for the account of the relevant US$ Lenders pro rata in accordance with the respective unpaid principal amounts of the 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$-Canadian Lenders, except to the extent otherwise provided that if immediately prior herein: (i) each borrowing from the US$-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 giving effect the US$-Canadian Commitments of the US$-Canadian Lenders, pro rata according to any such the US$-Canadian Lenders’ respective percentages of the US$-Canadian Commitments, (ii) each payment by the Company of principal of or interest on US$-Canadian Loans of a particular Type (other than payments in respect of any Loan Loans of individual Lenders provided for by Section 6 hereof) shall be made to the outstanding principal amount Administrative Agent for the account of the Loans shall not be held by the US$-Canadian Lenders pro rata in accordance with their the respective Commitments in effect at the time unpaid principal amounts of such US$-Canadian Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the US$-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 their the respective Commitments; andprincipal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders. (dc) 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 Loans by the Borrower commitment fees under Section 2.03 hereof shall be made for the account of the relevant 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 such Multi-Currency Loans (whether denominated in Dollars or other currency) held by the Multi-Currency Lenders. (d) Any reduction of the 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 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 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 such Initial Term Loans then due and payable or Incremental Term Loans, as the case may be, 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 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 thereof.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (ai)(x) other than with respect to any Syndicated Borrowing requested pursuant to Section 2.21(a)(i), each borrowing Syndicated Borrowing of Loans from the Lenders under Section 2.01 a Class shall be made from the relevant 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 commitment fees fee under Section 2.04 in respect of Commitments 2.11 shall be made for the account of the relevant LendersLenders of the applicable Class, 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 Commitments of a Class under Section 2.03 2.08 shall be applied to the respective CommitmentsCommitments of the Lenders of such Class, in each case pro rata according to the amounts of their respective Commitments; Commitments of such Class; (bii) the making other than with respect to any Syndicated Borrowing requested pursuant to Section 2.21(a)(i) each Syndicated Borrowing of Loans a Class shall be made allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments; Commitments of such Class (cin the case of the making of Syndicated Loans) except or their respective Loans of such Class that are to be included in such Borrowing (in the extent indicated 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 4.07(b) and except for prepayments made 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 the final sentence of Section 5.07(a2.09(a) or a mandatory prepayment pursuant to Section 2.10(d), each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for the account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; provided that if immediately prior and (iv) other than the payment of interest to giving effect to any such payment in respect of any Loan a Non-Extending Lender on the outstanding principal amount earlier of the Loans shall not be held by the Lenders pro rata in accordance with their respective date its Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)terminate and its applicable Non-Extended Final Maturity Date, 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; and (d) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for the account of the relevant 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. Each Syndicated Borrowing requested pursuant to Section 2.21(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 basis according to the amounts of their respective Commitments. Any termination or reduction of Commitments or prepayment of Loans made in accordance with Section 2.08(f) (including any payment or prepayment of principal of Syndicated Loans in connection 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 the respective unpaid principal amounts of the Non-Extended Loans held by them and any mandatory prepayment of Non-Extended Loans pursuant to Section 2.10(d) 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 the respective unpaid principal amounts of the Non-Extended Loans held by them. For the avoidance of doubt, no payments shall be 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 time.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from the Lenders under Section 2.01 2.1 shall be made from the relevant Lenders, each payment of commitment the fees under Section 2.04 in respect of Commitments Sections 3.5(a), 3.5(b) and 3.5(c) shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 2.14 shall be applied to the respective CommitmentsCommitments of the Lenders, pro rata according to the amounts of their respective Commitments; ; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of 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 Loans held by them; , provided that if immediately prior to giving effect to any such payment in respect of any Loan 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 (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)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; and (dc) each payment of interest on 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; and (d) the Conversion and Continuation of Loans of a particular Type (other than Conversions provided for by Section 5.1) shall be made pro rata among the Lenders according to the amounts of their respective Loans and the then current Interest Period for each Lender’s portion of each Loan of such Type shall be coterminous. Any payment or prepayment of principal or interest made (i)(A) during the existence of a Default or Event of Default or (B) pursuant to Section 2.9(b)(ii), shall be made for the account of the Lenders in accordance with the order set forth in Section 11.5 and (ii) pursuant to Section 2.9(b)(i), shall be made for the account of the Lenders holding Commitments (or, if the Commitments have been terminated, holding Loans, in accordance with the order set forth in Section 11.5.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from the Lenders Banks under Section 2.01 hereof shall be made from the relevant LendersBanks, each payment of commitment fees fee under Section 2.04 2.05 hereof in respect of Commitments shall be made for the account of the relevant LendersBanks, and each termination or reduction of the amount of the Commitments under Section 2.03 2.04 hereof shall be applied to the respective CommitmentsCommitments of the Banks, pro rata according to the amounts of their respective Commitments; ; (b) the making 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 relevant Lenders Banks according to the amounts of their respective Commitments; 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) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower Company shall be made for the account of the relevant Lenders Banks pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; provided PROVIDED that if immediately prior to giving effect to any such payment in respect of any Loan Loans the outstanding principal amount of the Loans shall not be held by the Lenders Banks pro rata in accordance with their respective Commitments in effect at the time such Loans were made (whether by reason of a failure of a Lender Bank to make a Loan hereunder in the circumstances described in the penultimate last paragraph of Section 11.0412.04 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 Lenders Banks pro rata in accordance with their respective Commitments; and and (d) each payment of interest on Loans by the Borrower Company shall be made for the account of the relevant Lenders Banks pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective LendersBanks.

Pro Rata Treatment. Except to the extent as expressly otherwise provided herein: (a) , each borrowing of Loans by the Borrower from the Lenders under Section 2.01 hereunder shall be made from the relevant Lendersmade, each payment (except as provided in Section 2.22(a)) by the Borrower on account of any commitment fees under Section 2.04 fee in respect of the Commitments shall be made for the account of the relevant Lendershereunder and any reduction (except as provided in Section 2.15, and each termination 2.21(a), 2.22, 2.24, 2.25, 2.26, 10.08(f) or reduction of the amount 10.08(i)) of the Commitments under Section 2.03 of the Lenders shall be applied to allocated by the respective CommitmentsAdministrative Agent, pro rata according to the amounts of their respective Commitments; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower shall be made for the account Revolving Commitment Percentages of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; provided that if immediately prior to giving effect to any such payment (other than payments in respect of any Loan 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 (including 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) or 10.08(i)) by the Borrower on account of principal of 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 Administrative Agent pro rata according to the respective outstanding principal amount amounts of the Loans shall not be such Tranche then held by the respective Lenders pro rata (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 their respective Commitments Section 10.08(g) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in effect at the time such Loans were made (by reason of a failure of a Lender any new Tranches added pursuant to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04Sections 2.24, 2.25, 2.26, 10.08(e) and 10.08(i), 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; and (d) each payment of interest on 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 Lendersapplicable.

Pro Rata Treatment. Except (a) With respect to the US$ Lenders, except to the extent otherwise provided herein: : (ai) each borrowing of Loans from the US$ Lenders under Section 2.01 hereof shall be made from the relevant US$ Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments 2.03 hereof shall be made for the account of the relevant US$ Lenders, and each termination or reduction of the amount of the US$ Commitments under Section 2.03 2.02 hereof shall be applied to the respective CommitmentsUS$ Commitments of the US$ Lenders, pro rata according to the amounts US$ Lenders’ respective percentages of their respective the US$ Commitments; , (bii) each payment by the making Company of principal of or interest on US$ Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower shall be made Administrative Agent for the account of the relevant US$ Lenders pro rata in accordance with the respective unpaid principal amounts of the 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$-Canadian Lenders, except to the extent otherwise provided that if immediately prior herein: (i) each borrowing from the US$-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 giving effect the US$-Canadian Commitments of the US$-Canadian Lenders, pro rata according to any such the US$-Canadian Lenders’ respective percentages of the US$-Canadian Commitments, (ii) each payment by the Company of principal of or interest on US$-Canadian Loans of a particular Type (other than payments in respect of any Loan Loans of individual Lenders provided for by Section 6 hereof) shall be made to the outstanding principal amount Administrative Agent for the account of the Loans shall not be held by the US$-Canadian Lenders pro rata in accordance with their the respective Commitments in effect at the time unpaid principal amounts of such US$-Canadian Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the US$-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 their the respective Commitments; andprincipal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders. (dc) 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 Loans by the Borrower commitment fees under Section 2.03 hereof shall be made for the account of the relevant 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 such Multi-Currency Loans (whether denominated in Dollars or other currency) held by the Multi-Currency Lenders. (d) Any reduction of the 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 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 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 such Initial Term Loans then due and payable or Incremental Term Loans, as the case may be, 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 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 thereof.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (ai) prior to the Step-Up Date, each borrowing of Loans from the Lenders under Section 2.01 Borrowing shall be made from the relevant Lenders, and each payment termination or reduction of commitment fees the amount of the Initial Commitments under Section 2.04 in respect 2.08 shall be applied to the respective Initial Commitments of Commitments the Lenders, pro rata according to the amounts of their respective Initial Commitments; (ii) on and after the Step-Up Date, each Borrowing shall be made for from the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 2.08 shall be applied to the respective CommitmentsCommitments of the Lenders, pro rata according to the amounts of their respective Commitments; ; (biii) the making of Loans each Borrowing shall be made allocated pro rata among the relevant Lenders according to the amounts of their respective Commitments; Commitments (cin the case of the making of Loans) except 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 extent indicated in Section 4.07(b) and except for prepayments made pursuant Step-Up Date, each Borrowing shall be allocated pro rata among the Lenders according to the final sentence amounts of their respective Initial Commitments; (iv) each payment of commitment fee under Section 5.07(a), 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 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 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 Commitments in effect at the time such Loans were made and (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (dvi) each payment of interest on 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from the Lenders under Section 2.01 2.1(a) and Section 2.2(e) shall be made from the relevant Lenders, each payment of commitment fees the Fees under Section 2.04 in respect 3.6(a) and the first sentence of Commitments Section 3.6(b) shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 2.10 shall be applied to the respective CommitmentsCommitments of the Lenders, pro rata according to the amounts of their respective Commitments; ; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower Borrowers shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; , provided that if immediately prior to giving effect to any such payment in respect of any Loan 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 (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)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; and (dc) each payment of interest on Loans by the Borrower Borrowers 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 making, Conversion and Continuation of 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 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 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 Commitments.

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: : (ai) each borrowing of Loans from the Lenders under Section 2.01 2.1(a) shall be made from the relevant Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, pro rata according to the amounts of their respective Commitments; ; (bii) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower and each payment of the Fees under Section 2.12 shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; , provided that if immediately prior to giving effect that, with respect to any optional prepayment pursuant to Section 2.7, 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such payment prepayments shall be applied to the Base Rate Loans in such manner as shall result, as nearly as is practicable, in and/or groups of LIBOR Rate Loans with the outstanding principal amount same Interest Period at the direction of the Loans being held by the Lenders pro rata Borrower in accordance with their respective Commitmentsits reasonable discretion; and (diii) each payment of interest on Loans by the Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the amounts amount of interest on such Loans then due and payable to the respective Lenders; and (iv) the making, Conversion and Continuation of 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 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 Loan of such Type shall be coterminous. (b) 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 Agent shall (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of (i) and (ii) above, in any order as determined by the Agent in reasonable discretion.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Ratable Loans from the Lenders Banks under Section 2.01 Sections 2.01(b), 2.03(b)(3) and 2.16(h) shall be made from the relevant LendersBanks, each payment of commitment the fees under Section 2.04 in respect of Commitments Sections 2.08, 2.16(g)(i) and 2.17 shall be made for the account of the relevant LendersBanks, and each termination or reduction of the amount of the Loan Commitments under Section 2.03 2.15(a) shall be applied to the respective CommitmentsLoan Commitments of the Banks, pro rata according to the amounts of their respective Loan Commitments; ; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Ratable Loans by the Borrower shall be made for the account of the relevant Lenders Banks pro rata in accordance with the respective unpaid principal amounts of the Ratable Loans held by them; , provided that that, subject to Section 12.19, if immediately prior to giving effect to any such payment in respect of any Loan Ratable Loans the outstanding principal amount of the Ratable Loans shall not be held by the Lenders pro rata Banks in accordance with their respective Commitments Pro Rata Shares in effect at the time such Ratable Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)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 Lenders pro rata Banks in accordance with their such respective CommitmentsPro Rata Shares; and (dc) each payment of interest on Ratable Loans by the Borrower shall be made for the account of the relevant 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 Ratable Loans (other than Conversions provided for by Sections 3.01, 3.02, 3.03 and 3.04) shall be made pro rata among the Banks according to the amounts of their respective Ratable Loans; (e) the Banks’ 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 2.16(h) shall be in accordance with their respective Pro Rata Shares.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from the Lenders under Section 2.01 Sections 2.1(a), 2.2(e) and 2.3(e) shall be made from the relevant Lenders, each payment of commitment fees the Fees under Section 2.04 in respect 3.6(a) and the first sentence of Commitments Section 3.6(b) shall be made for the account of the relevant applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.03 2.11 shall be applied to the respective CommitmentsRevolving Commitments of the Lenders, in each case pro rata according to the amounts of their respective Revolving Commitments; ; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment 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; 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (dc) each payment 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 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) (x) other than with respect to any Borrowing requested pursuant to Section 2.18(a), each borrowing Borrowing of Loans from the Lenders under Section 2.01 a Class shall be made from the relevant 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 a commitment fees fee under Section 2.04 in respect of Commitments 2.09 shall be made for the account of the relevant LendersLenders of the applicable Class, 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 Commitments of a Class under Section 2.03 2.06, Section 2.08 or otherwise shall be applied to the respective CommitmentsCommitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments; Commitments of such Class; (bii) the making other than with respect to any Borrowing requested pursuant to Section 2.18(a), each Borrowing of Loans a Class shall be made allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments; Applicable Percentage of such Class (cin the case of the making of Loans) except or their respective Loans of such Class that are to be included in such Borrowing (in the extent indicated case of conversions and continuations of Loans); (iii) other than in connection with a termination or reduction of Commitments in accordance with Section 4.07(b) and except for prepayments made 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 final sentence payment of a Non-Extending Lender’s Non-Extending Loans pursuant to Section 5.07(a)2.18, each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for the account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; provided that if immediately prior them (and, with respect to giving effect to the pro rata treatment of prepayments between Classes, any such payment in respect of any Loan the outstanding principal amount of the Loans prepayments shall not be held by the Lenders pro rata made in accordance with their respective Commitments in effect at the time such Loans were made provisions of Sections 2.08(e) and (by reason f)); and (iv) other than the payment of interest to a failure of a Non-Extending Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)on its applicable Non-Extending Maturity Date, 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; and (d) each payment of interest on Loans by the Borrower shall be made for the account of the relevant Lenders of 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 (if otherwise permitted hereunder) and may use the proceeds of 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 Multicurrency Borrowing in an Agreed Foreign Currency. Each Borrowing requested pursuant to Section 2.18(a) shall be made from each Extending Lender on a pro rata basis according to the amounts of their respective Commitments. Any termination or reduction of Commitments in accordance with Section 2.06(f) (including any payment or prepayment of principal of Loans in connection 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 the respective unpaid principal amounts of the Non-Extending Loans held by it, and any mandatory prepayment of Non-Extending Loans pursuant to Section 2.08(d) shall be made for the account of each Non-Extending Lender pro rata in accordance with the respective unpaid principal amounts of the Non-Extending Loans held by it. For the avoidance of doubt, no payments shall be 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 of Loans from Advance shall be made by the Lenders under Section 2.01 2.1, the Term Loan shall be made from by the relevant LendersLenders under Section 2.2, each payment of commitment fees the Commitment Fee under Section 2.04 in respect 2.10, each payment of Commitments the Letter of Credit fee under Section 3.5 (except as provided therein) shall be made for the account of the relevant Lenders, and pro rata according to their respective Commitments; (b) each termination or reduction of the amount of the Revolving Credit Commitments under Section 2.03 2.12 shall be applied to the respective CommitmentsRevolving Credit Commitments of the Lenders, pro rata according to the respective Revolving Credit Commitments; (c) the making, Conversion, and Continuation of Advances of a particular Type (other than Conversions provided for by Section 5.4) shall be made pro rata among the Lenders holding Advances of such Type according to the amounts of their respective Commitments; ; (bd) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or and prepayment of principal of Loans or interest on Advances by the Borrower or any Obligated Party of a particular Type of Loan shall be made to the Agent for the account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans such Advances of such Loan held by themsuch Lenders; provided that if immediately prior to giving effect (e) any and all other monies received by the Agent from any source other than pursuant to any such payment in respect of clauses (a) through (d) hereinabove (including, without limitation, from the Borrower or any Loan Guarantor) to be applied first against the outstanding principal amount Primary Obligations and shall be for the pro rata benefit and account of the Loans Lenders based upon each Lender’s aggregate outstanding Advances of all Types and LC Participations and SL Participations to the aggregate outstanding Advances of all Types and LC Participations and SL Participations of all Lenders and then against the Secondary Obligations and shall not be held by for the pro rata benefit and account of the Lenders based upon their respective unpaid amounts of the Secondary Obligations; and (f) the Lenders shall purchase from the Issuing Bank and the Swing Lender pursuant to Section 3.1 and Section 2.8 respectively, participations in the Letters of Credit and the related Letter of Credit Liabilities and the Swing Loans respectively, pro rata in accordance with their respective Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Revolving Credit Commitments; and (d) each payment of interest on 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (ai) (x) other than with respect any Syndicated Borrowing requested pursuant to Section 2.20(a)(i), each borrowing Syndicated Borrowing of Loans from the Lenders under Section 2.01 a Class shall be made from the relevant 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 commitment fees fee under Section 2.04 in respect of Commitments 2.11 shall be made for the account of the relevant LendersLenders of the applicable Class, 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 Commitments of a Class under Section 2.03 2.08 shall be applied to the respective CommitmentsCommitments of the Lenders of such Class, in each case pro rata according to the amounts of their respective Commitments; Commitments of such Class; (bii) the making other than with respect to any Syndicated Borrowing requested pursuant to Section 2.20(a)(i), each Syndicated Borrowing of Loans a Class shall be made allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments; Commitments of such Class (cin the case of the making of Syndicated Loans) except or their respective Loans of such Class that are to be included in such Borrowing (in the extent indicated 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 4.07(b) and except for prepayments made 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 the final sentence of Section 5.07(a2.09(a) or a mandatory prepayment pursuant to Section 2.10(d), each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for the account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; provided that if immediately prior and (iv) other than the payment of interest to giving effect to any such payment in respect of any Loan a Non-Extending Lender on the outstanding principal amount earlier of the Loans shall not be held by the Lenders pro rata in accordance with their respective date its Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)terminate and its applicable Non-Extended Final Maturity Date, 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; and (d) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for the account of the relevant 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. Each Syndicated Borrowing requested pursuant to Section 2.20(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 basis according to the amounts of their respective Commitments. Any termination or reduction of Commitments or prepayment of Loans made in accordance with Section 2.08(f) (including any payment or prepayment of principal of Syndicated Loans in connection 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 the respective unpaid principal amounts of the Non-Extended Loans held by them and any mandatory prepayment of Non-Extended Loans pursuant to Section 2.10(d) 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 the respective unpaid principal amounts of the Non-Extended Loans held by them. For the avoidance of doubt, no payments shall be 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 time.

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 of Loans from the Lenders under Section 2.01 shall be made from the relevant Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments shall be made Agent for the account of the relevant LendersBank or the Banks or the Issuing Bank or the Issuing Banks hereunder (whether directly made by the Borrower or received by the Agent, and each termination a Bank or reduction an Issuing Bank through the exercise of the amount a right of the Commitments under Section 2.03 shall be applied to the respective Commitmentsset-off or otherwise), pro rata according to the amounts of their respective Commitments; (b) the making of Loans shall be made pro rata among the relevant Lenders 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 their respective Commitments; (c) except to the extent indicated in Section 4.07(b) Notes which are being paid or prepaid and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or and prepayment of principal of Loans 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 relevant 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 the respective unpaid principal amounts of the Loans held by them; provided that if immediately prior to giving effect basis as a condition to any such payment in respect of prepayment, all to the end that following any Loan the outstanding principal amount partial prepayment, each Bank's Pro Rata Share of the Revolving Credit Loans shall not be held by equal to such Bank's Pro Rata Share of the Lenders pro rata in accordance with their respective Commitments in effect at Commitment. Notwithstanding the time such 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 the Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (d) each payment of interest on Loans by the Borrower shall be made Agent for the account of the relevant 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 LendersBanks and the Issuing Banks hereunder (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 and each Issuing Bank's Pro Rata Share of the Credit Exposures.

Pro Rata Treatment. Except to the extent otherwise provided herein: in this Agreement: (a) each borrowing the Borrowing of Loans from the Lenders under Section 2.01 and Section 2.02 shall be made from the relevant Lenders, Lenders and each payment of commitment fees Commitment Fees under Section 2.04 in respect of Commitments Sections 2.05(a) and (b) shall be made for the account of the relevant Lenders, applicable 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 Commitments Credit Participation Fees under Section 2.03 shall be applied to the respective Commitments2.05(d), pro rata according to the amounts of their respective Commitments; (b) the making Conversion and Continuation of Loans of a particular Type (other than Conversions provided for by Section 5.03) shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; Loan Commitments and the then current Interest Period for each Loan of such Type shall be coterminous, (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a)as otherwise specified herein, each payment or prepayment of principal of 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 Loans held by them; provided provided, that if immediately prior to giving effect to any such payment in respect of any Loan 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 (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and Loan Commitments and (d) each payment of interest on the 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing of Loans from the Lenders under Section 2.01 shall be made from the relevant LendersAll fundings, each payment of commitment fees under Section 2.04 in respect of Commitments shall be made for the account of the relevant Lenders, continuations and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, pro rata according to the amounts of their respective Commitments; (b) the making conversions of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of 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 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 on the basis of their respective Term Loan B Commitment and Revolving Credit Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described case of the 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 penultimate paragraph case of continuations and conversions of Loans pursuant to Section 11.045.4, and additionally in all cases in the event the Term Loan B Commitments and Revolving Credit Commitments have expired or have been terminated), then such payment shall as the case may be applied from time to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding time. All payments on account of principal amount of the Loans being held by the Lenders pro rata in accordance with their respective Commitments; and (d) each payment of or interest on Loans by the Borrower shall be made any Loans, fees or any other Obligations owing to or for the account of the relevant any one or more Lenders pro rata shall be apportioned ratably among such Lenders in accordance with proportion to the amounts of interest on such Loans then 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 respective Lendersaggregate amount of such Obligations (other 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 total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to the 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 Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or similar law, any Lender 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 recovery on such secured claim.

Pro Rata Treatment. Except (a) With respect to the US$ Lenders, except to the extent otherwise provided herein: : (ai) each borrowing of Loans from the US$ Lenders under Section 2.01 hereof shall be made from the relevant US$ Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments 2.03 hereof shall be made for the account of the relevant US$ Lenders, and each termination or reduction of the amount of the US$ Commitments under Section 2.03 2.02 hereof shall be applied to the respective CommitmentsUS$ Commitments of the US$ Lenders, pro rata according to the amounts US$ Lenders’ respective percentages of their respective the US$ Commitments; , (bii) each payment by the making Company of principal of or interest on US$ Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower shall be made Administrative Agent for the account of the relevant US$ Lenders pro rata in accordance with the respective unpaid principal amounts of the 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$-Canadian Lenders, except to the extent otherwise provided that if immediately prior herein: (i) each borrowing from the US$-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 giving effect the US$-Canadian Commitments of the US$-Canadian Lenders, pro rata according to any such the US$-Canadian Lenders’ respective percentages of the US$-Canadian Commitments, (ii) each payment by the Company of principal of or interest on US$-Canadian Loans of a particular Type (other than payments in respect of any Loan Loans of individual Lenders provided for by Section 6 hereof) shall be made to the outstanding principal amount Administrative Agent for the account of the Loans shall not be held by the US$-Canadian Lenders pro rata in accordance with their the respective Commitments in effect at the time unpaid principal amounts of such US$-Canadian Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the US$-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 their the respective Commitments; andprincipal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders. (dc) 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 Loans by the Borrower commitment fees under Section 2.03 hereof shall be made for the account of the relevant 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 such Multi-Currency Loans (whether denominated in Dollars or other currency) held by the Multi-Currency Lenders. (d) Any reduction of the 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 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 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 such Initial Term Loans then due and payable or Incremental Term Loans or Refinancing Term Loans, as the case may be, 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 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 thereof.

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 Funding of Loans from shall be allocated by the Administrative Agent pro rata among the Lenders under Section 2.01 shall be made from the relevant Lenders, in accordance with their respective Commitment Availability Percentages and each payment of commitment fees under Section 2.04 in respect reduction of Commitments shall be made for allocated by the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, Administrative Agent pro rata according to among the amounts of Lenders in accordance with their respective Commitments;. (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; Except as required under Section 2.06 (cDefaulting Lenders), Section 3.07 (Optional Prepayment), Section 3.08 (Mandatory Prepayment) except to the extent indicated in Section 4.07(b) or Article IV (Eurodollar Rate and except for prepayments made pursuant to the final sentence of Section 5.07(aTax Provisions), each payment or prepayment of principal of the Loans shall be allocated by the Borrower shall be made for the account of the relevant Lenders Administrative Agent pro rata among the Lenders in accordance with the respective unpaid principal amounts of the Loans held by them; provided that if immediately prior to giving effect to any such their outstanding Loans, each payment in respect of any Loan the outstanding principal amount of interest on the Loans shall not be held allocated by the Lenders Administrative Agent pro rata among the Lenders in accordance with the respective interest amounts outstanding on their outstanding Loans, and each payment of fees on the Commitments shall be allocated by the Administrative Agent pro rata among the Lenders in accordance with their respective Commitments Commitment Availability. (c) Each Lender agrees that in effect at computing such Lender’s portion of any Funding to be made hereunder, the time Administrative Agent may, in its discretion, round each Lender’s percentage of such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such payment shall be applied Funding 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; and (d) each payment of interest on 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 Lendersnext higher or lower whole Dollar amount.

Pro Rata Treatment. Except (a) With respect to the US$ Lenders, except to the extent otherwise provided herein: : (ai) each borrowing of Loans from the US$ Lenders under Section 2.01 hereof shall be made from the relevant US$ Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments 2.03 hereof shall be made for the account of the relevant US$ Lenders, and each termination or reduction of the amount of the US$ Commitments under Section 2.03 2.02 hereof shall be applied to the respective CommitmentsUS$ Commitments of the US$ Lenders, pro rata PRO RATA according to the amounts US$ Lenders' respective percentages of their respective the US$ Commitments; , (bii) each payment by the making Company of principal of or interest on US$ Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower shall be made Administrative Agent for the account of the relevant US$ Lenders pro rata PRO RATA in accordance with the respective unpaid principal amounts of the such US$ Loans held by them; provided that if immediately prior the US$ Lenders and (iii) each conversion of US$ Loans of a particular Type (other than conversions of Loans of individual Lenders pursuant to giving effect to any Section 6.04 hereof) shall be made PRO RATA among the US$ Lenders in accordance with the respective principal amounts of such payment in respect of any Loan the outstanding principal amount of the US$ Loans shall not be 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 pro rata in accordance with their respective under Section 2.01 hereof shall be made from the US$-Canadian Lenders and each termination or reduction of the US$-Canadian Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of under Section 11.04), then such payment 2.02 hereof shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount US$-Canadian Commitments of the Loans being held by US$-Canadian Lenders, PRO RATA according to the Lenders pro rata in accordance with their US$-Canadian Lenders' respective percentages of the US$-Canadian Commitments; and , (dii) each payment by the Company of principal of or interest on US$-Canadian Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by the Borrower Section 6 hereof) shall be made to the Administrative Agent for the account of the relevant US$-Canadian Lenders pro rata PRO RATA in accordance with the respective unpaid principal amounts of interest on such US$-Canadian Loans then due held by the US$-Canadian Lenders and payable (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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing of Loans from the Lenders under Section 2.01 shall be made from the relevant Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, pro rata according to the amounts of their respective Commitments; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a)Each Loan, each payment or prepayment of principal of Loans by any Loan or reimbursement obligations arising from drawings under Letters of Credit, each payment of interest on the Borrower Loans, each payment of the Unused Line Fee, each payment of the Letter of Credit Fee, each reduction of the Commitments and each conversion or extension of any Loan, shall be made for the account of the relevant Lenders allocated pro rata among the Lenders in accordance with the respective unpaid principal amounts of their outstanding Revolving Loans and their participation interests in the Loans held Letters of Credit; provided, however, that the foregoing fees payable hereunder to the Lenders shall be allocated to each Lender based on such Lender's Applicable Percentage. Upon the making of an Overadvance or a Protective Advance by them; provided that the Administrative Agent (whether before or after the occurrence of a Default or Event of Default), the Administrative Agent shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender and each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Overadvance or Protective Advance, as applicable, in proportion to its Applicable Percentage. From and after the date, if immediately prior any, on which any Lender is required to giving effect fund its participation in any Overadvance or Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to any such payment Lender, such Lender's Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (d) each payment of interest on 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 LendersLoan.

Pro Rata Treatment. Except to the extent otherwise provided herein: , (ai) each borrowing of Loans Borrowing from the Lenders under Section 2.01 hereof shall be made from the relevant Lenders, each payment of commitment fees under Section 2.04 2.11 hereof in respect of Commitments shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 2.08 hereof shall be applied to the respective CommitmentsCommitments of the relevant Lenders, pro rata according to the amounts of their respective Commitments; ; (bii) the making of Loans shall be made allocated pro rata among the relevant Lenders according to the amounts of their respective Commitments; Commitments (cin the case of the making of Loans); (iii) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment by the Borrower of principal of 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 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 Commitments in effect at the time such Loans were made and (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (div) each payment by the Borrower of interest on 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. In computing any amount under this Section 2.17(c), fractional amounts shall be treated such that (i) for an amount to be distributed to any Lender which is not the 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 Non-Agent Lenders (if there is no Agent Lender, the reference to the Agent Lender shall be read to reference the Lender having the largest outstanding amount of Commitment and Loans).

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing under Section 2.01 hereof of Syndicated Loans of a particular Tranche from the Lenders holding Commitments under Section 2.01 such Tranche shall be made from the relevant such Lenders, each payment of commitment fees under Section 2.04 2.05(a) hereof of facility fee to the Lenders under such Tranche (allocated between the Borrowers in respect accordance with the last two sentences of Commitments shall be made for the account of the relevant LendersSection 2.05(a) hereof), and each termination or reduction of the amount under Section 2.04 hereof of the Commitments under Section 2.03 such Tranche shall be applied to the respective CommitmentsCommitments of the Lenders under such Tranche, pro rata according to the amounts of their respective CommitmentsCommitments under such Tranche; (b) except as otherwise provided in Section 5.04 hereof, Eurocurrency Loans under a particular Tranche having the making of Loans same Interest Period shall be made allocated among the Lenders under such Tranche pro rata among the relevant Lenders according to the amounts of their respective CommitmentsCommitments under such Tranche; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Syndicated Loans by under a Tranche, and each payment under Section 2.05 hereof of utilization fee to the Borrower Lenders under such Tranche, shall be made by a Borrower (allocated between the Borrowers in accordance with the last sentence of Section 2.05(b) hereof) for the account of the relevant Lenders under such Tranche pro rata in accordance with according to the respective unpaid principal amounts of the Syndicated Loans of such Tranche owing by such Borrower 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 CommitmentsLenders; and (d) each payment of interest on Syndicated Loans by the Borrower under a Tranche shall be made by a Borrower for the account of the relevant Lenders under such Tranche pro rata in accordance with according to the amounts of interest on such Loans then due and payable by such Borrower to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from the Lenders under Section 2.01 Loan shall be made from by the relevant LendersBanks, each payment of commitment fees under Section 2.04 in respect SECTIONS 2.5 and 3.5 hereof and letter of Commitments credit fees under SUBSECTION 2.7(c) hereof shall be made for the account of the relevant LendersBanks, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective CommitmentsCommitments of the Banks, pro rata according to the amounts of their respective Commitments; Commitment Percentages; (b) the making making, Conversion, and Continuation of Loans Accounts of a particular Type (other than Conversions provided for by SECTION 6.4 hereof) shall be made pro rata among the relevant Lenders Banks holding Accounts of such Type according to the amounts of their respective Commitments; Commitment Percentages; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or and prepayment of principal of or interest on Loans or Reimbursement Obligations by the Borrower shall be made to the Agent for the account of the relevant 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 such 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 or participation interests held by the Lenders pro rata in accordance with their respective Commitments in effect at the time Agent or such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 CommitmentsBanks; and (d) each payment proceeds of interest on Loans Collateral shall be shared by the Borrower shall be made for Agent and the account of the relevant Lenders Banks pro rata in accordance with the respective unpaid principal amounts of and interest on such Loans the Obligations then due the Agent and payable the Banks; and (e) the Banks (other than the Agent) shall purchase from the Agent participations in the Letters of Credit to the extent of their respective LendersCommitment Percentages. If at any time payment, in 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 amount agrees, upon demand, to return the portion of such amount it has received to the Agent.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Ratable Loans from the Lenders Banks under Section 2.01 Sections 2.01(b), 2.03(b)(3) and 2.16(h) shall be made from the relevant LendersBanks, each payment of commitment the fees under Section 2.04 in respect of Commitments Sections 2.08, 2.16(g)(i) and 2.17 shall be made for the account of the relevant LendersBanks, and each termination or reduction of the amount of the Loan Commitments under Section 2.03 2.15(a) shall be applied to the respective CommitmentsLoan Commitments of the Banks, pro rata according to the amounts of their respective Loan Commitments; ; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Ratable Loans by the Borrower shall be made for the account of the relevant Lenders Banks pro rata in accordance with the respective unpaid principal amounts of the Ratable Loans held by them; , provided that that, subject to Section 12.19, if immediately prior to giving effect to any such payment in respect of any Loan Ratable Loans the outstanding principal amount of the Ratable Loans shall not be held by the Lenders pro rata Banks in accordance with their respective Commitments Pro Rata Shares in effect at the time such Ratable Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)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 Lenders pro rata Banks in accordance with their such respective CommitmentsPro Rata Shares; and (dc) each payment of interest on Ratable Loans by the Borrower shall be made for the account of the relevant 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 Ratable Loans (other than Conversions provided for by Sections 3.01, 3.02, 3.03 and 3.04) shall be made pro rata among the Banks according to the amounts of their respective Ratable Loans; (e) the Banks’ 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 2.16(h) shall be in accordance with their respective Pro Rata Shares; and (g) each payment or prepayment of principal of Swingline Loans pursuant to the second sentence of Section 2.03(b)(3) shall be made for the account of the Swingline Lenders pro rata in accordance with 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 of Loans from the Lenders under Section 2.01 2.1 shall be made from the relevant Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments the Unused Fees shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 2.2 shall be applied to the respective CommitmentsCommitments of the Lenders, pro rata according to the amounts of their respective CommitmentsCommitment Percentages; (bii) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower and each payment of the Fees under Section 2.12 shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; , provided that if immediately prior to giving effect that, with respect to any optional prepayment pursuant to Section 2.7, 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such payment prepayments shall be applied to the Base Rate Loans in such manner as shall result, as nearly as is practicable, in and/or groups of LIBOR Rate Loans with the outstanding principal amount same Interest Period at the direction of the Loans being held by the Lenders pro rata Borrower in accordance with their respective Commitmentsits reasonable discretion; and (diii) each payment of interest on Loans by the Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the amounts amount of interest on such Loans then due and payable to the respective Lenders; and (iv) the making, Conversion and Continuation of 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 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 Loan of such Type shall be coterminous.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from the Lenders under Section 2.01 2.1.(a) and 2.2.(e) shall be made from the relevant Lenders, each payment of commitment fees the Fees under Section 2.04 in respect 3.7.(a) and the first sentence of Commitments Section 3.7.(b) shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 2.10. shall be applied to the respective CommitmentsCommitments of the Lenders, pro rata according to the amounts of their respective Commitments; ; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower Borrowers shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; them and owing by the Borrowers, provided that if immediately prior to giving effect to any such payment in respect of any Loan 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 (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)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; and (dc) each payment of interest on Loans by the Borrower Borrowers 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 making, Conversion and Continuation of Loans of a particular Type (other than Conversions provided for by Section 5.5.) shall be made pro rata among the 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) and the then current Interest Period for each Lender’s portion of each 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 Commitments.

Pro Rata Treatment. Except to the extent otherwise provided herein: herein each Lender agrees that: (ai) each borrowing of Loans from the Lenders under Section 2.01 and each continuation and conversion under Section 2.02 shall be made from the relevant LendersLenders pro rata in accordance with their Percentage Share, each payment of commitment fee or other fees under Section 2.04 in respect of Commitments 2.04(a) and Section 2.04(b) shall be made for the account of the relevant LendersLenders pro rata in accordance with their Percentage Share, and each termination or reduction of the amount of the Commitments Aggregate Facility A Maximum Credit Amounts under Section 2.03 2.03(b) shall be applied to the respective CommitmentsCommitment of each Lender, pro rata according to the amounts of their its respective Commitments; Commitment; (bii) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts amount of the Loans held by themthe Lenders; 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 Commitments in effect at the time such Loans were made and (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (diii) each payment of interest on 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; and (iv) each reimbursement by the Borrower of disbursements under Letters of Credit shall be made for the account of the Issuing Bank or, if funded by the Lenders, pro rata for the account of the Lenders, in accordance with the amounts of reimbursement obligations due and payable to each respective Lender.

Pro Rata Treatment. Except (a) With respect to the US$ Lenders, except to the extent otherwise provided herein: : (ai) each borrowing of Loans from the US$ Lenders under Section 2.01 hereof shall be made from the relevant US$ Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments 2.03 hereof shall be made for the account of the relevant US$ Lenders, and each termination or reduction of the amount of the US$ Commitments under Section 2.03 2.02 hereof shall be applied to the respective CommitmentsUS$ Commitments of the US$ Lenders, pro rata PRO RATA according to the amounts US$ Lenders' respective percentages of their respective the US$ Commitments; , (bii) the making each payment by a Borrower of principal of or interest on US$ Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower shall be made Administrative Agent for the account of the relevant US$ Lenders pro rata PRO RATA in accordance with the respective unpaid principal amounts of the such US$ Loans held by them; provided that if immediately prior the US$ Lenders and (iii) each conversion of US$ Loans of a particular Type (other than conversions of Loans of individual Lenders pursuant to giving effect to any Section 6.04 hereof) shall be made PRO RATA among the US$ Lenders in accordance with the respective principal amounts of such payment in respect of any Loan the outstanding principal amount of the US$ Loans shall not be 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 pro rata in accordance with their respective under Section 2.01 hereof shall be made from the US$-Canadian Lenders and each termination or reduction of the US$-Canadian Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of under Section 11.04), then such payment 2.02 hereof shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount 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$-Canadian Loans being of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made to the Administrative Agent for the account of the US$-Canadian Lenders PRO RATA in accordance with the respective unpaid principal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders pro rata 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 their the respective Commitments; andprincipal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders. (dc) 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 Loans by the Borrower commitment fees under Section 2.03 hereof shall be made for the account of the relevant 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 such Multi-Currency Loans (whether denominated in Dollars or other currency) held by the Multi-Currency Lenders. (d) Any reduction of the 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 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 the Term Commitments, (ii) each payment (or prepayment) by the Company of principal or interest on such Term Loans then due and payable 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 Term Lenders, PRO RATA in accordance with the respective unpaid principal amounts of such Term Loans held by the Term Lenders and (iii) each conversion of 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 Term Lenders, in each case, in accordance with the respective principal amounts of such 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: 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 of Loans from the Lenders under Section 2.01 Borrowing shall be made from the relevant Lenders, each payment of commitment fees fee under Section 2.04 in respect of Commitments 2.09 shall be made for the account of the relevant Revolving Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.03 2.06 shall be applied to the respective CommitmentsRevolving Commitments of the Revolving Lenders, pro rata according to the amounts of their respective Commitments; Revolving Commitments of the applicable Class; (bii) the making each Borrowing of Loans a Class shall be made allocated pro rata among the relevant Lenders according to the amounts of their respective Commitments; Commitments of such Class (cin the case of the making of Loans) except or their respective Loans of such Class that are to be included in such Borrowing (in the extent indicated in Section 4.07(bcase of conversions and continuations of Loans); (iii) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans of a Class 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 Loans of such Class 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 Commitments in effect at the time such Loans were made and (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (div) each payment of interest on Loans of a Class 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 of such Class then due and payable to the respective Lenders. Notwithstanding anything to the contrary in this Agreement, the Borrower may terminate 2022 Revolving Commitments and repay 2022 Revolving Loans on a non-pro rata basis and without terminating 2024 Revolving Commitments or repaying 2024 Revolving Loans.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing Except in the case of Swingline Loans, all fundings, continuations and conversions of Loans from the Lenders under Section 2.01 of any Class shall be made from the relevant Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, pro rata according to the amounts of their respective Commitments; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of 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 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 on the basis of their respective Commitments in effect at the time to provide Loans of such Loans were made Class (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described case of the initial funding of Loans of such Class pursuant to Section 2.2) or on the basis of their respective outstanding Loans of such Class (in the penultimate paragraph case of continuations and conversions of Loans of such Class pursuant to Section 11.042.11, and additionally in all cases in the event the Commitments for Loans of such Class have expired or have been terminated), then such payment shall as the case may be applied from time to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding time. All payments on account of principal amount of the Loans being held by the Lenders pro rata in accordance with their respective Commitments; and (d) each payment of or interest on Loans by the Borrower shall be made any Loans, fees or any other Obligations owing to or for the account of the relevant any one or more Lenders pro rata shall be apportioned ratably among such Lenders in accordance with proportion to the amounts of interest on such Loans then 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 respective Lendersaggregate 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 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 total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to the 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 Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or similar law, any Lender 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 recovery on such secured claim.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from the Lenders under Section 2.01 2.1 and 2.4(e) shall be made from the relevant Lenders, each payment of commitment the fees under Section 2.04 in respect of Commitments Sections 3.5(a), 3.5(b) and 3.5(c) shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 2.15 shall be applied to the respective CommitmentsCommitments of the Lenders, pro rata according to the amounts of their respective Commitments; ; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of 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 Loans held by them; , provided that if immediately prior to giving effect to any such payment in respect of any Loan 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 (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)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; and (dc) each payment of interest on 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 Loans of a particular Type (other than Conversions provided for by Section 5.1) shall be made pro rata among the Lenders according to the amounts of their respective Loans and the then current Interest Period for each Lender’s portion of each Loan of such Type shall be coterminous and (e) the participation by Lenders in, payment obligations in respect of, Letters of Credit under Section 2.4 shall be made pro rata in accordance with their respective Commitment Percentages. Any payment or prepayment of principal or interest made (i)(A) during the existence of a Default or Event of Default or (B) pursuant to Section 2.10(b)(ii), shall be made for the account of the Lenders in accordance with the order set forth in Section 11.5 and (ii) pursuant to Section 2.10(b)(i), shall be made for the account of the Lenders holding Commitments (or, if the Commitments have been terminated, holding Loans, in accordance with the order set forth in Section 11.5).

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: : (ai) each borrowing of Loans from the Lenders under Section 2.01 2.1(a) shall be made from the relevant Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, pro rata according to the amounts of their respective Commitments; Commitment Percentages; (bii) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower and each payment of the Fees under Section 2.13 shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; , provided that if immediately prior to giving effect that, with respect to any optional prepayment pursuant to Section 2.7, 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such payment prepayments shall be applied to the Base Rate Loans in such manner as shall result, as nearly as is practicable, in and/or groups of LIBOR Rate Loans with the outstanding principal amount same Interest Period at the direction of the Loans being held by the Lenders pro rata Borrower in accordance with their respective Commitmentsits reasonable discretion; and (diii) each payment of interest on Loans by the Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the amounts amount of interest on such Loans then due and payable to the respective Lenders; and (iv) the making, Conversion and Continuation of 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 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 Loan of such Type shall be coterminous. (b) 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 Agent shall (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of (i) and (ii) above, in any order as determined by the Agent in reasonable discretion.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans of a particular Class from the Lenders under Section 2.01 shall be made from the -47- relevant Lenders, each payment of commitment fees fee under Section 2.04 2.05 in respect of Commitments of a particular Class shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.03 2.04 shall be applied to the respective CommitmentsCommitments of such Class of the relevant Lenders, pro rata according to the amounts of their respective Commitments; (b) the making 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 Credit 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 Commitments; 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) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), 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 Loans of such Class 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and and (d) 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.

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: : (ai) each borrowing of Loans from the Lenders under Section 2.01 2.1(a) shall be made from the relevant Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, pro rata according to the amounts of their respective Commitments; ; (bii) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower and each payment of the Fees under Section 2.12 shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; , provided that if immediately prior to giving effect that, with respect to any optional prepayment pursuant to Section 2.7, 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such payment prepayments shall be applied to the Base Rate Loans in such manner as shall result, as nearly as is practicable, in and/or groups of LIBOR Rate Loans with the outstanding principal amount same Interest Period at the direction of the Loans being held by the Lenders pro rata Borrower in accordance with their respective Commitmentsits reasonable discretion; and (diii) each payment of interest on Loans by the Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the amounts amount of interest on such Loans then due and payable to the respective Lenders; and (iv) the making, Conversion and Continuation of 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 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 Loan of such Type shall be coterminous. (b) 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 Agent shall (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Agent for the account of such Lender to satisfy such Lender's obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of (i) and (ii) above, in any order as determined by the Agent in reasonable discretion.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from Loan (other than the Lenders under Section 2.01 Swingline Loan) shall be made from by the relevant Lenders, each payment of commitment the Revolving Commitment Fee under Section 3.7 and letter of credit fees under Section 2.04 in respect of Commitments subsection 2.7(c) shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective CommitmentsCommitments of the Lenders, pro rata according to the amounts of their respective Commitments; Commitment Percentages; (b) the making 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 relevant Lenders holding Loans of such Type according to the amounts of their respective Commitments; Commitment Percentages; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or and prepayment of principal of or interest on Loans or Reimbursement Obligations by the Borrower shall be made to the Agent for the account of the relevant 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 and interest on the Obligations then due the Agent and the Lenders; and (e) the Lenders (other than the Agent) shall purchase from the Agent and the Swingline Lender, respectively, participations in the Letters of Credit and Swingline Loans held by them; provided that if immediately prior to giving effect to the extent of their respective Commitment Percentages. If at any such payment time payment, in respect whole or in part, of any Loan the outstanding principal amount of the Loans shall not be held distributed by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made (Agent hereunder is rescinded or must otherwise be restored or returned by reason of Agent as a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, then each Person receiving any portion of such payment shall be applied amount agrees, upon demand, to return the portion of such amount it has received 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; and (d) each payment of interest on 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 LendersAgent.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from the Lenders under Section 2.01 2.1.(a), 2.2.(e) and 2.3.(e) shall be made from the relevant Lenders, each payment of commitment fees the Fees under Section 2.04 in respect 3.5.(a), under Section 3.5.(b), under the first sentence of Commitments Section 3.5.(c) and under Section 3.5.(d), shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 Sections 2.14. shall be applied to the respective CommitmentsCommitments of the Lenders, pro rata according to the amounts of their respective Commitments; ; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment 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; 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (dc) each payment 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 Section 4.5.) 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 2.3., shall be pro rata in accordance with their respective Commitments; and (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.2., shall be pro rata in accordance with their respective 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 a participating interest in any such Swingline Loan pursuant to Section 2.2.(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 of Loans from the Lenders under Section 2.01 shall be made from the relevant LendersAll fundings, each payment of commitment fees under Section 2.04 in respect of Commitments shall be made for the account of the relevant Lenders, continuations and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, pro rata according to the amounts of their respective Commitments; (b) the making conversions of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of 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 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 on the basis of their respective Term Loan A Commitment, Term Loan B Commitment and Revolving Credit Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described case of the initial 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 penultimate paragraph case of Section 11.04continuations and conversions of Loans pursuant to SECTION 5.4, and additionally in all cases in the event the Term Loan A Commitments, Term Loan B Commitments and Revolving Credit Commitments have expired or have been terminated), then such payment shall as the case may be applied from time to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding time. All payments on account of principal amount of the Loans being held by the Lenders pro rata in accordance with their respective Commitments; and (d) each payment of or interest on Loans by the Borrower shall be made any Loans, fees or any other Obligations owing to or for the account of the relevant any one or more Lenders pro rata shall be apportioned ratably among such Lenders in accordance with proportion to the amounts of interest on such Loans then 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 respective Lendersaggregate amount of such Obligations (other 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 total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to the 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 Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or similar law, any Lender 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 recovery on such secured claim.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing Except in the case of Swingline Loans, all fundings, continuations and conversions of Loans from the Lenders under Section 2.01 of any Class shall be made from the relevant Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, pro rata according to the amounts of their respective Commitments; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of 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 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 on the basis of their respective Commitments in effect at the time to provide Loans of such Loans were made Class (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described case of the funding of Loans of such Class pursuant to Section 2.2) or on the basis of their respective outstanding Loans of such Class (in the penultimate paragraph case of continuations and conversions of Loans of such Class pursuant to Section 11.042.11, and additionally in all cases in the event the Commitments have expired or have been terminated), then such payment shall as the case may be applied from time to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding time. All payments on account of principal amount of the Loans being held by the Lenders pro rata in accordance with their respective Commitments; and (d) each payment of or interest on Loans by the Borrower shall be made any Loans, fees or any other Obligations owing to or for the account of the relevant any one or more Lenders pro rata shall be apportioned ratably among such Lenders in accordance with proportion to the amounts of interest on such Loans then 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 respective Lendersaggregate 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 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 total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to the 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 Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or similar law, any Lender 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 recovery on such secured claim.

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: : (ai) each borrowing of Loans from the Lenders under Section 2.01 2.1(a) shall be made from the relevant Lenders, each payment of commitment fees the Fees under Section 2.04 in respect of Commitments 3.6(a) and Section 3.6(b) shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 2.13 shall be applied to the respective CommitmentsCommitments of the Lenders, pro rata according to the amounts of their respective Commitments; ; (bii) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of 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 Loans held by them; , provided that if immediately prior to giving effect to any such payment in respect of any Loan 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 (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)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; and (diii) each payment of interest on Loans by the Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the amounts amount of interest on such Loans then due and payable to the respective Lenders; and (iv) the making, Conversion and Continuation of 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 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 Loan of such Type shall be coterminous. (b) 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 Agent shall (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Agent for the account of such Lender to satisfy such Lender's obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of (i) and (ii) above, in any order as determined by the Agent in reasonable discretion.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from the Lenders Banks under Section 2.01 hereof shall be made from the relevant LendersBanks, each payment of commitment fees fee under Section 2.04 2.05 hereof in respect of Commitments shall be made for the account of the relevant LendersBanks, and each termination or reduction of the amount of the Commitments Commit ments under Section 2.03 2.04 hereof shall be applied to the respective CommitmentsCommitments of the Banks, pro rata according to the amounts of their respective Commitments; ; (b) the making 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 relevant Lenders Banks according to the amounts of their respective Commitments; 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) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower Borrowers shall be made for the account of the relevant Lenders Banks pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; provided that if immediately prior to giving effect to any such payment in respect of any Loan Loans the outstanding principal amount of the Loans shall not be held by the Lenders Banks pro rata in accordance with their respective Commitments in effect at the time such Loans were made (whether by reason of a failure of a Lender Bank to make a Loan hereunder in the circumstances described in the penultimate last paragraph of Section 11.0412.04 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 Lenders Banks pro rata in accordance with their respective Commitments; and and (d) each payment of interest on Loans by the Borrower Borrowers shall be made for the account of the relevant Lenders Banks pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective LendersBanks.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans of a particular Class from the Lenders under Section 2.01 shall be made from the relevant Lenders, each payment of commitment fees under Section 2.04 2.05 in respect of Commitments of a particular Class shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.03 2.04 shall be applied to the respective CommitmentsCommitments of such Class of the relevant Lenders, pro rata PRO RATA according to the amounts of their respective Commitments; (b) the making Commitments of such Class, except that Swing Loans shall be made pro rata 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 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 Commitments; Revolving Commitments 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); (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), 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 Loans of such class 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and and (d) 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from the Lenders under Section 2.01 Loan shall be made from by the relevant LendersBanks, each payment of commitment fees under Section 2.04 in respect Sections 2.5 and 3.5 hereof and letter of Commitments credit fees under Subsection 2.7(c) hereof shall be made for the account of the relevant LendersBanks, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective CommitmentsCommitments of the Banks, pro rata according to the amounts of their respective Commitments; Commitment Percentages; (b) the making making, Conversion, and Continuation of Loans Accounts of a particular Type (other than Conversions provided for by Section 8.4 hereof) shall be made pro rata among the relevant Lenders Banks holding Accounts of such Type according to the amounts of their respective Commitments; Commitment Percentages; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or and prepayment of principal of or interest on Loans or Reimbursement Obligations by the Borrower shall be made to the Agent for the account of the relevant 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 such 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 or participation interests held by the Lenders pro rata in accordance with their respective Commitments in effect at the time Agent or such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 CommitmentsBanks; and (d) each payment proceeds of interest on Loans Collateral shall be shared by the Borrower shall be made for Agent and the account of the relevant Lenders Banks pro rata in accordance with the respective unpaid principal amounts of and interest on such Loans the Obligations then due the Agent and payable the Banks; and (e) the Banks (other than the Agent) shall purchase from the Agent participations in the Letters of Credit to the extent of their respective LendersCommitment Percentages (calculated with respect to the Revolving Commitments only). If at any time payment, in 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 amount agrees, upon demand, to return the portion of such amount it has received to the Agent.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (ai) (x) other than with respect any Syndicated Borrowing requested pursuant to Section 2.20(a)(i), each borrowing Syndicated Borrowing of Loans from the Lenders under Section 2.01 a Class shall be made from the relevant LendersLenders of such Class of Commitments, (y) other than the payment of a commitment fee to a Non-Extending Lender on its applicable Non-Extending Commitment Termination Date, each payment of commitment fees fee under Section 2.04 in respect of Commitments 2.11 shall be made for the account of the relevant LendersLenders of the applicable Class, 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 Commitments of a Class under Section 2.03 2.08 shall be applied to the respective CommitmentsCommitments of the Lenders of such Class, in each case pro rata according to the amounts of their respective Commitments; Commitments of such Class; (bii) the making other than with respect to any Syndicated Borrowing requested pursuant to Section 2.20(a)(i), each Syndicated Borrowing of Loans a Class shall be made allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments; Commitments of such Class (cin the case of the making of Syndicated Loans) except or their respective Loans of such Class that are to be included in such Borrowing (in the extent indicated 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 4.07(b) and except for prepayments made 2.08(f), the payment of a Non-Extending Lender’s Non-Extending Loans on such Non-Extending Lender’s Non-Extending Final Maturity Date pursuant to the final sentence of Section 5.07(a2.09(a) or a mandatory prepayment pursuant to Section 2.10(e), each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for the account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; provided that if immediately prior and (iv) other than the payment of interest 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Non-Extending Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)on its applicable Non-Extending Final Maturity Date, 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; and (d) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for the account of the relevant 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. Each Syndicated Borrowing requested pursuant to Section 2.20(a)(i) shall be made from each Extending Lender on a pro rata basis according to the amounts of their respective Commitments. Any termination or reduction of Commitments or prepayment of Loans made in accordance with Section 2.08(f) (including any payment or prepayment of principal of Syndicated Loans in connection 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, (iii) any payment of Non-Extending Loans on a Non-Extending 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-Extending Final Maturity Date shall have occurred pro rata in accordance with the respective unpaid principal amounts of the Non-Extending Loans held by them and (iv) any mandatory prepayment of Non-Extending Loans pursuant to Section 2.10(e) shall be made for account of each Non-Extending Lender for which the applicable Non-Extending Commitment Termination Date shall have occurred pro rata in accordance with the respective unpaid principal amounts of the Non-Extending Loans held by them. For the avoidance of doubt, no payments shall be 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 of Loans from the Lenders under Section 2.01 Loan shall be made from by the relevant LendersLenders holding Commitments for such Loan, each payment of commitment fees under Section 2.04 in respect Sections 2.5 hereof and letter of Commitments credit fees under Subsection 2.7(c) hereof shall be made for the account of the relevant LendersLenders holding Revolving Commitments, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments of the Lenders holding the applicable Commitments, pro rata according to the amounts of their respective Commitments; Commitment Percentages (bcalculated with respect to the Commitments for the Loans in questions only); (b)the making, Conversion, and Continuation of Accounts of a particular Type (other than Conversions provided for by Section 6.4 hereof) the making of Loans shall be made pro rata among the relevant Lenders holding Accounts of such Type according to the amounts of their respective Commitments; Commitment Percentages (c) except calculated with respect to the extent indicated Commitments for the Loans in Section 4.07(b) question only); (c)each payment and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of or interest on Loans or Reimbursement Obligations by the Borrower shall be made to the Administrative Agent for the account of the relevant Administrative 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 the such Loans or participation interests held by themthe Administrative Agent or such Lenders; 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder as long as no default in the circumstances described in the penultimate 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 Commitments; and (d) each payment of interest on Loans by exists, payments of interest made when Lenders are holding different types of Accounts applicable to the Borrower same Loan as a result of the application of Section6.4, shall be made for to the account of the relevant Lenders pro rata in accordance with the amounts amount of interest on such Loans then due owed to each; and payable (d)the Lenders holding Revolving Commitments (other than the Administrative Agent) shall purchase from the Administrative Agent participations in the Letters of Credit to the extent of their respective LendersCommitment Percentages (calculated with respect to the Revolving Commitments only). If at any time payment, in 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 amount agrees, upon demand, to return the portion of such amount it has received to the Administrative Agent.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from the Lenders under Section 2.01 2.1.(a) and 2.2.(e) shall be made from the relevant Lenders, each payment of commitment fees the Fees under Section 2.04 in respect Sections 3.5.(a), 3.5.(b), the first sentence of Commitments 3.5.(c) and 3.5.(d) shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 2.10. shall be applied to the respective CommitmentsCommitments of the Lenders, pro rata according to the amounts of their respective Commitments; ; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of 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 Loans held by them; , provided that that, subject to Section 3.9., if immediately prior to giving effect to any such payment in respect of any Loan 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 (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)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; and (dc) each payment of interest on Loans by the Borrower shall be made for the account of the relevant 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 Loans of a particular Type (other than Conversions provided for by Section 5.5.) shall be made pro rata among the Lenders, according to the amounts of their respective 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 in accordance with their respective Commitment Percentages.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from the Lenders under Section 2.01 2.1.(a), 2.3.(d) and 2.4.(e) shall be made from the relevant Lenders, each payment of commitment fees the Fees under Section 2.04 in respect 3.6.(a) and under the first sentence of Commitments Section 3.6.(b) shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.03 2.13. shall be applied to the respective CommitmentsRevolving Commitments of the Lenders, pro rata according to the amounts of their respective Revolving Commitments; ; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment 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; 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (dc) each payment 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 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 5.6.) 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; (h) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.4., shall be pro rata in accordance with their respective Revolving Commitments; and (i) 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 of Loans from the Lenders under Section 2.01 3.1 shall be made from the relevant Lenders, each payment of commitment the fees under Section 2.04 in respect of Commitments 3.1(e) shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, pro rata according to the amounts of their respective Commitments; ; (bii) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of 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 Loans held by them; , provided that if immediately prior to giving effect to any such payment in respect of any Loan 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 (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)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; and (diii) each payment of interest on Loans by the Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the amounts amount of interest on such Loans then due and payable to the respective Lenders; (iv) the making and Continuation of Loans of a particular Type (other than Conversions provided for by Section 3.9(f)) shall be made pro rata among the Lenders according to the amounts of their respective 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 Loan of such Type shall be coterminous; and (v) the Lenders’ participation in, and payment obligations in respect of, Loans under Section 3.1, shall be in accordance with their respective Commitments. All payments of principal, interest, fees and other amounts in respect of the Loans shall be for the account of the Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from the Lenders under Section 2.01 hereof shall be made from the relevant Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 hereof shall be applied to the respective CommitmentsCommitments of the Lenders, pro rata according to the amounts of their respective Commitments; ; (b) except as otherwise provided in Section 5.04 hereof, Loans having the making of Loans same Interest Period shall be made allocated pro rata among the relevant Lenders according to the amounts of their respective Commitments; Commitments (in the case of making of Loans) or their respective Loans (in the case of Conversions and Continuations of Loans); (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans 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 Loans held by them; , provided that if immediately prior to giving effect to any such payment in respect of any Loan 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 (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate last paragraph of Section 11.0411.04 hereof), 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; and and (d) each payment of interest on Loans 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans of a particular Class from the Lenders under Section 2.01 shall be made from the relevant Lenders, each payment of commitment fees fee under Section 2.04 2.05 in respect of Commitments of a particular Class shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.03 2.04 shall be applied to the respective CommitmentsCommitments of such Class of the relevant Lenders, pro rata PRO RATA according to the amounts of their respective Commitments; (b) the making Commitments of such Class; PROVIDED, HOWEVER, that Swing Loans shall be made pro rata 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 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 Commitments; 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) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), 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 Loans of such Class 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and and (d) 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (ai) each borrowing of Loans from the Lenders under Section 2.01 3.1 shall be made from the relevant Lenders, (ii) each payment of commitment the fees under Section 2.04 in respect of Commitments 3.1(e) shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, pro rata according to the amounts of their respective Commitments; ; (biii) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of 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 Loans held by them; , provided that if immediately prior to giving effect to any such payment in respect of any Loan 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 (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)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; and (div) each payment of interest on Loans by the Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the amounts amount of interest on such Loans then due and payable to the respective Lenders; (v) the making and Continuation of Loans of a particular Type (other than Conversions provided for by Section 3.9(f)) shall be made pro rata among the Lenders according to the amounts of their respective 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 Loan of such Type shall be coterminous; and (vi) the Lenders’ participation in, and payment obligations in respect of, Loans under Section 3.1, shall be in accordance with their respective Commitments. All payments of principal, interest, fees and other amounts in respect of the Loans shall be for the account of the Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (ai) (x) other than with respect to any Borrowing requested pursuant to Section 2.18(a), each borrowing Borrowing of Loans from the Lenders under Section 2.01 a Class shall be made from the relevant 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 a commitment fees fee under Section 2.04 in respect of Commitments 2.09 shall be made for the account of the relevant LendersLenders of the applicable Class, 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 Commitments of a Class under Section 2.03 2.06, Section 2.08 or otherwise shall be applied to the respective CommitmentsCommitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments; Commitments of such Class; (bii) the making other than with respect to any Borrowing requested pursuant to Section 2.18(a), each Borrowing of Loans a Class shall be made allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments; CommitmentsApplicable Percentage of such Class (cin the case of the making of Loans) except or their respective Loans of such Class that are to be included in such Borrowing (in the extent indicated case of conversions and continuations of Loans); (iii) other than in connection with a termination or reduction of Commitments in accordance with Section 4.07(b) and except for prepayments made 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 final sentence payment of a Non-Extending Lender’s Non-Extending Loans pursuant to Section 5.07(a)2.18, each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for the account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; provided that if immediately prior them (and, with respect to giving effect to the pro rata treatment of prepayments between Classes, any such payment in respect of any Loan the outstanding principal amount of the Loans prepayments shall not be held by the Lenders pro rata made in accordance with their respective Commitments in effect at the time such Loans were made (by reason provisions of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate last paragraph of Section 11.042.08(d) and 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, 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; and (d) each payment of interest on Loans by the Borrower shall be made for the account of the relevant Lenders of 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 (if otherwise permitted hereunder) and may use the proceeds of 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 Multicurrency Borrowing in an Agreed Foreign Currency. Each Borrowing requested pursuant to Section 2.18(a) shall be made from each Extending Lender on a pro rata basis according to the amounts of their respective Commitments. Any termination or reduction of Commitments in accordance with Section 2.06(f) (including any payment or prepayment of principal of Loans in connection 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 the respective unpaid principal amounts of the Non-Extending Loans held by it, and any mandatory prepayment of Non-Extending Loans pursuant to Section 2.08(d) shall be made for the account of each Non-Extending Lender pro rata

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans of a particular Class from the Lenders under Section 2.01 shall be made from the relevant Lenders, each payment of commitment fees fee under Section 2.04 2.05 in respect of Commitments of a particular Class shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments under Section 2.03 2.04 shall be applied to the respective CommitmentsCommitments of such Class of the relevant Lenders, pro rata according to the amounts of their respective Commitments; (b) the making 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 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 Commitments; 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 to the extent indicated as otherwise provided in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a)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 Loans of such Class 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and and (d) 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from the Lenders under Section 2.01 Sections 2.1(a), 2.3(e) and 2.4(e) shall be made from the relevant Lenders, each payment of commitment the fees under Section 2.04 in respect 3.5(b), the first sentence of Commitments Section 3.5(c), and Section 3.5(d) shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 2.12 shall be applied to the respective CommitmentsCommitments of the Lenders, pro rata according to the amounts of their respective Commitments; ; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of 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 Loans held by them; , provided that that, subject to Section 3.9, if immediately prior to giving effect to any such payment in respect of any Loan 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 (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)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; and (dc) each payment of interest on 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 Lenders; (d) the Conversion and Continuation of Loans of a particular Type (other than Conversions provided for by Section 4.1) shall be made pro rata among the Lenders according to the amounts of their respective 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, Swingline Loans under Section 2.4, shall be in accordance with their respective Commitment Percentages; and (f) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.3, shall be in accordance with their respective Commitment 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 a participating interest in any such Swingline Loan pursuant to Section 2.4(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 of Loans from the Lenders under Section 2.01 2.1 shall be made from the relevant Lenders, each payment of commitment the fees under Section 2.04 in respect of Commitments Sections 3.5(a), 3.5(b) and 3.5(c) shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 2.10 shall be applied to the respective CommitmentsCommitments of the Lenders, pro rata according to the amounts of their respective Commitments; ; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of 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 Loans held by them; , provided that if immediately prior to giving effect to any such payment in respect of any Loan 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 (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)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; and (dc) each payment of interest on 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; and (d) the Conversion and Continuation of Loans of a particular Type shall be made pro rata among the Lenders according to the amounts of their respective Loans and the then current Interest Period for each Lender’s portion of each Loan of such Type shall be coterminous. Any payment or prepayment of principal or interest made (i)(A) during the existence of a Default or Event of Default or (B) pursuant to Section 2.5(b)(i), shall be made for the account of the Lenders in accordance with the order set forth in Section 11.5 and (ii) pursuant to Section 2.5(b)(ii), shall be made for the account of the Lenders holding Commitments (or, if the Commitments have been terminated, holding Loans, in accordance with 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 Section 2.01 shall be made from the relevant LendersLenders holding Commitments of such Class, each payment of commitment fees under Section 2.04 2.05 in respect of Commitments of a particular Class shall be made for the account of the relevant Lenders, Lenders holding Commitments of such Class and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.03 2.04 shall be applied to the respective CommitmentsCommitments of such Class of the relevant Lenders, pro rata according to the amounts of their respective Commitments; (b) the making 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 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 Commitments; 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) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), 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 Loans of such Class 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and and (d) 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (ai) each borrowing of Loans from the Lenders Banks under Section 2.01 2(a) shall be made from the relevant LendersBanks, each payment of commitment the fees under Section 2.04 in respect of Commitments 2(h) shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective CommitmentsBanks, pro rata according to the amounts of their respective Commitments; ; (bii) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower shall be made for the account of the relevant Lenders Banks pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; , provided that if immediately prior to giving effect to any such payment in respect of any Loan Loans the outstanding principal amount of the Loans shall not be held by the Lenders Banks pro rata in accordance with their respective Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)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 Banks pro rata in accordance with their respective Commitments; and (diii) each payment of interest on Loans by the Borrower shall be made for the account of the relevant Lenders Banks pro rata in accordance with the amounts amount of interest on such Loans then due and payable to the respective LendersBanks; (iv) the making, Conversion and Continuation of Loans of a particular Type (other than Conversions provided for by Section 3(i)(vii)) 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 Bank’s portion of each Loan of such Type shall be coterminous; and (v) the Banks’ participation in, and payment obligations in respect of, Loans shall be in accordance with their respective Commitments. All payments of principal, interest, fees and other amounts in respect of the Loans shall be for the account of the Bank only.

Pro Rata Treatment. Except (a) With respect to the US$ Lenders, except to the extent otherwise provided herein: : (ai) each borrowing of Loans from the US$ Lenders under Section 2.01 hereof shall be made from the relevant US$ Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments 2.03 hereof shall be made for the account of the relevant US$ Lenders, and each termination or reduction of the amount of the US$ Commitments under Section 2.03 2.02 hereof shall be applied to the respective CommitmentsUS$ Commitments of the US$ Lenders, pro rata PRO RATA according to the amounts US$ Lenders' respective percentages of their respective the US$ Commitments; , (bii) the making each payment by a Borrower of principal of or interest on US$ Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower shall be made Administrative Agent for the account of the relevant US$ Lenders pro rata PRO RATA in accordance with the respective unpaid principal amounts of the such US$ Loans held by them; provided that if immediately prior the US$ Lenders and (iii) each conversion of US$ Loans of a particular Type (other than conversions of Loans of individual Lenders pursuant to giving effect to any Section 6.04 hereof) shall be made PRO RATA among the US$ Lenders in accordance with the respective principal amounts of such payment in respect of any Loan the outstanding principal amount of the US$ Loans shall not be 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 pro rata in accordance with their respective under Section 2.01 hereof shall be made from the US$-Canadian Lenders and each termination or reduction of the US$-Canadian Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of under Section 11.04), then such payment 2.02 hereof shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount 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$-Canadian Loans being of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made to the Administrative Agent for the account of the US$-Canadian Lenders PRO RATA in accordance with the respective unpaid principal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders pro rata 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 their the respective Commitments; andprincipal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders. (dc) 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 Loans by the Borrower commitment fees under Section 2.03 hereof shall be made for the account of the relevant 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 such Multi-Currency Loans (whether denominated in Dollars or other currency) held by the Multi-Currency Lenders. (d) Any reduction of the 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 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 the Tranche A Term Commitments, (ii) each payment (or prepayment) by the Company of principal or interest on such Tranche A Term Loans then due and payable 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 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 otherwise provided herein: (i) the borrowing from the Tranche B Term Lenders under Section 2.01 hereof shall 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 (iii) each conversion of Tranche B 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 B Term Lenders, in each case, in accordance with the respective principal amounts of such Tranche 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 of Loans of a particular Class from the Lenders under Section 2.01 hereof shall be made from the relevant Lenders, each payment of commitment fees fee under Section 2.04 2.05 hereof in respect of the Revolving Credit Commitments shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments under Section 2.03 2.04 hereof shall be applied to the respective CommitmentsCommitments of such Class of the Lenders, pro rata according to the amounts of their respective Commitments; Commitments of such Class; (b) the making making, Conversion and Continuation of Revolving Credit Loans and Term Loans of a particular Type (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; Revolving Credit and Term Loan Commitments (in the case of making of Loans) or their respective Revolving Credit and Term 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) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Revolving Credit Loans or Term Loans 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 Loans of such Class 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and and (d) each payment of interest on Revolving Credit Loans and Term Loans 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Syndicated Loans from the Lenders under Section 2.01 hereof shall be made from the relevant LendersBanks, each payment of commitment fees facility fee under Section 2.04 in respect of Commitments 2.05 hereof shall be made for the account of the relevant LendersBanks, and each termination or reduction of the amount of the Commitments under Section 2.03 2.04 hereof shall be applied to the respective CommitmentsCommitments of the Banks, pro rata according to the amounts of their respective Commitments; ; (b) the making 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 relevant Lenders Banks according to the amounts of their respective Commitments; 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) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Syndicated Loans by the Borrower Company shall be made for the account of the relevant Lenders Banks pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans held by them; provided that if immediately prior to giving effect to any such payment in respect of any Loan Syndicated Loans the outstanding principal amount of the Syndicated Loans shall not be held by the Lenders Banks pro rata in accordance with their respective Commitments in effect at the time such Loans were made (by reason of a failure of a Lender Bank to make a Loan hereunder in the circumstances described in the penultimate last paragraph of Section 11.0411.04 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 Lenders Banks pro rata in accordance with their respective Commitments; and and (d) each payment of interest on Syndicated Loans by the Borrower Company shall be made for the account of the relevant Lenders Banks pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders.Banks. Credit Agreement

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: : (ai) each borrowing of Loans from the Lenders under Section 2.01 2.1 shall be made from the relevant Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, Lenders pro rata according to the amounts of their respective Commitments; Commitment Percentages; (bii) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower and each payment of the Fees under Section 2.12 shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; , provided that if immediately prior to giving effect that, with respect to any optional prepayment pursuant to Section 2.7, 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such payment prepayments shall be applied to the Base Rate Loans in such manner as shall result, as nearly as is practicable, in and/or groups of LIBOR Rate Loans with the outstanding principal amount same Interest Period at the direction of the Loans being held by the Lenders pro rata Borrower in accordance with their respective Commitmentsits reasonable discretion; and (diii) each payment of interest on Loans by the Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the amounts amount of interest on such Loans then due and payable to the respective Lenders; and (iv) the making, Conversion and Continuation of 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 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 Loan of such Type shall be coterminous. (b) 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 Agent shall (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of (i) and (ii) above, in any order as determined by the Agent in reasonable discretion.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (ai) prior to the Step-Up Date, each borrowing of Loans from the Lenders under Section 2.01 Borrowing shall be made from the relevant Lenders, and each payment termination or reduction of commitment fees the amount of the Initial Commitments under Section 2.04 in respect 2.07 shall be applied to the respective Initial Commitments of Commitments the Lenders, pro rata according to the amounts of their respective Initial Commitments; (ii) on and after the Step-Up Date, each Borrowing shall be made for from the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 2.07 shall be applied to the respective CommitmentsCommitments of the Lenders, pro rata according to the amounts of their respective Commitments; ; (biii) the making of Loans each Borrowing shall be made allocated pro rata among the relevant Lenders according to the amounts of their respective Commitments; Commitments (cin the case of the making of Loans) except 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 extent indicated in Section 4.07(b) and except for prepayments made pursuant Step-Up Date, each Borrowing shall be allocated pro rata among the Lenders according to the final sentence amounts of their respective Initial Commitments; (iv) each payment of commitment fee under Section 5.07(a), 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 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 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 Commitments in effect at the time such Loans were made and (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (dvi) each payment of interest on 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing of Loans from the Lenders as required under Section 2.01 shall be made from the relevant Lenders3.02, each payment of commitment fees under Section 2.04 in respect of Commitments shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, pro rata according to the amounts of their respective Commitments; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a)Borrowing, each payment or prepayment of principal of 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 relevant 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 the Loans held by themtheir outstanding Loans); provided that if immediately prior the provisions of this Section 2.14 shall not be construed to giving effect apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement. Each Lender agrees that in computing such Lender’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. 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 outstanding unpaid principal portion of its Loans shall be proportionately 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 (i) 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 provisions of this Section 2.15 shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were construed to apply to any payment made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (d) each payment of interest on Loans by the Borrower shall be made for the account of the relevant Lenders pro rata pursuant to and in accordance with the amounts express terms of interest on such 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 then due and payable to any assignee or participant, other than to the respective LendersBorrower as to which the provisions of this Section 2.15 shall apply (provided, that if the applicable payment, assignment, sale or participation to the Borrower is expressly permitted under Section 10.04, the provisions of this Section 2.15 shall not be construed to apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect 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. 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, fees, premiums and 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 Loans of such Class that will continue to be held by Lenders that were not Extending Lenders or Lenders pursuant to such Refinancing Amendment, as applicable.

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 of Loans from the Lenders under Section 2.01 shall be made from the relevant Lenders, each payment of commitment fees under Section 2.04 in payments with respect of Commitments shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitmentsoutstanding principal of, pro rata according to or accrued interest on, the amounts of their respective Commitments; (b) the making of Syndicated Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; only those Banks that funded such Loans (c) except to the extent indicated in Section 4.07(b) and except for prepayments made including any Bank that advanced monies pursuant to the final sentence provisions of Section 5.07(a)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 or prepayment of principal of and interest on the Competitive Bid Loans by the Borrower shall be made to the Agent Bank for the account of the relevant Lenders respective Bank making such Competitive Bid Loan, and the principal amount of Competitive Bid Loans shall be paid on the last day of the Interest Period for such Competitive Bid Loan, (iii) after the occurrence of an Event of Default, each payment on account of principal and interest on any outstanding Loans shall be made to the Agent Bank for the account of the Banks pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; provided that if immediately prior to giving effect to any such payment in respect of any Loan the outstanding aggregate principal amount of the all Loans shall not then outstanding, and (iv) all payments to be held made by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (d) each payment of interest on Loans by the Borrower shall be made Company for the account of each of the relevant Lenders pro rata in accordance with the amounts Banks on account of principal, interest on such Loans then due and payable to the respective Lendersfees, shall be made without set-off or counterclaim.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from Advance shall be made by the Lenders under Section 2.01 shall be made from the relevant Lenders2.1, each payment of commitment fees the Commitment Fee under Section 2.04 in respect 2.10, each payment of Commitments the Tranche B Non-Payment Fee under Section 2.13 and each payment of the Letter of Credit fee under Section 3.5 (except as provided therein) shall be made for the account of the relevant Lenders, and pro rata according to their respective Commitments; (b) each termination or reduction of the amount of the Commitments under Section 2.03 2.12 shall be applied first to the Tranche B Commitments of the Lenders, pro rata according to the respective CommitmentsTranche B Commitments and then to the Revolving Credit Commitments of the Lenders, pro rata according to the respective Revolving Credit Commitments; (c) the making, Conversion, and Continuation of Advances of a particular Type (other than Conversions provided for by Section 5.4) shall be made pro rata among the Lenders holding Advances of such Type according to the amounts of their respective Commitments; ; (bd) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or and prepayment of principal of Loans or interest on Advances by the Borrower or any Obligated Party of a particular Type of Loan shall be made to the Agent first for the account of the relevant Lenders holding Tranche B Advances of such Type pro rata in accordance with the respective unpaid principal amounts of the Loans such Tranche B Advances held by themsuch Lenders, and then for the account of the Lenders holding Revolving Credit Loan Advances of such Type of Loan pro rata in accordance with the respective unpaid principal amounts of such Advances of such Revolving Credit Loan held by such Lenders; provided that if immediately prior to giving effect (e) any and all other monies received by the Agent from any source other than pursuant to any such payment in respect of clauses (a) through (d) hereinabove (including, without limitation, from the Borrower or any Loan Guarantor) to be applied first against the outstanding principal amount Tranche B Loan shall be for the pro rata benefit and account of the Loans Lenders based upon each Lender's aggregate outstanding Tranche B Advances of all Types and to the aggregate outstanding Tranche B Advances of all Types of all Lenders, then against the Primary Obligations shall not be held by for the pro rata benefit and account of the Lenders based upon each Lender's aggregate outstanding Advances of all Types and LC Participations and SL Participations to the aggregate outstanding Advances of all Types and LC Participations and SL Participations of all Lenders and then against the Secondary Obligations shall be for the pro rata benefit and account of the Lenders based upon their respective unpaid amounts of the Secondary Obligations; and (f) the Lenders with Revolving Credit Commitments shall purchase from the Issuing Bank and the Swing Lender pursuant to Section 3.1 and Section 2.8 respectively, participations in the Letters of Credit and the related Letter of Credit Liabilities and the Swing Loans respectively, pro rata in accordance with their respective Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Revolving Credit Commitments; and (d) each payment of interest on 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from the Lenders under Section 2.01 2.1.(a), 2.3.(d) and 2.4.(e) shall be made from the relevant Lenders, each payment of commitment fees the Fees under Section 2.04 in respect 3.6.(a) and under the first sentence of Commitments Section 3.6.(b) shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.03 2.12. shall be applied to the respective CommitmentsRevolving 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 making of Loans Lenders under Section 2.2.(b) shall be made from the Lenders pro rata among the relevant Lenders according to the amounts amount of their respective Tranche B Term Loan Commitments; ; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment 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; 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (d) each payment 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; (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 4.6.) 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; (h) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.4., shall be pro rata in accordance with their respective Revolving Commitments; and (i) 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 Section 2.01 shall be made from the relevant Lenders, each payment of commitment fees fee under Section 2.04 2.05 in respect of Commitments of a particular Class shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.03 2.04 shall be applied to the respective CommitmentsCommitments of such Class of the relevant Lenders, pro rata according to the amounts of their respective Commitments; (b) the making 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 Credit 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 Commitments; 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) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), 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 Loans of such Class 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and and (d) 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.

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: : (ai) each borrowing of Loans from the Lenders Banks under Section 2.01 2.1 hereof shall be made from the relevant LendersBanks, each payment of commitment fees under Section 2.04 in respect of Commitments 2.5(a) hereof shall be made for the account of the relevant LendersBanks, and each termination or reduction of the amount of the Commitments under Section 2.03 2.4 hereof shall be applied to the respective CommitmentsCommitments of the Banks, pro rata according to the amounts of their respective such Commitments; ; (bii) the making 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 relevant Lenders Banks according to the amounts of their respective the Commitments; , and the then current Interest Period for each Loan of such type shall be coterminous; (ciii) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans (other than Bid Loans) by the Borrower Company shall be made for the account of the relevant Lenders Banks pro rata in accordance with the respective unpaid principal amounts of the 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 relevant type held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made Banks; and (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (div) each payment of interest on Loans (other than Bid Loans) by the Borrower Company shall be made for the account of the relevant Lenders Banks pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective LendersBanks with respect to Loans of the relevant type. (b) 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 total amount of the Loans to be made on such day times (ii) such Bank's Loan Fraction on such day. (c) Notwithstanding the foregoing, if no Bid Loans 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, 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 (ii) subtracting from the amount determined for each Bank pursuant to clause (i) the aggregate principal amount of all Loans made by such Bank to be outstanding on such day, other than such Loans being made on such day. (d) Notwithstanding the foregoing, if no Bid Loans 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 pro rata share of the 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 equitable, to the end that all Banks shall hold the Loans pro rata in accordance with the Commitments.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (ai) (x) other than with respect any Syndicated Borrowing requested pursuant to Section 2.20(a)(i), each borrowing Syndicated Borrowing of Loans from the Lenders under Section 2.01 a Class shall be made from the relevant LendersLenders of such Class of Commitments, (y) other than the payment of a commitment fee to a Non-Extending Lender on its applicable Non-Extending Commitment Termination Date, each payment of commitment fees fee under Section 2.04 in respect of Commitments 2.11 shall be made for the account of the relevant LendersLenders of the applicable Class, 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 Commitments of a Class under Section 2.03 2.08 shall be applied to the respective CommitmentsCommitments of the Lenders of such Class, in each case pro rata according to the amounts of their respective Commitments; Commitments of such Class; (bii) the making other than with respect to any Syndicated Borrowing requested pursuant to Section 2.20(a)(i), each Syndicated Borrowing of Loans a Class shall be made allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments; Commitments of such Class (cin the case of the making of Syndicated Loans) except or their respective Loans of such Class that are to be included in such Borrowing (in the extent indicated 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 4.07(b) and except for prepayments made 2.08(f), the payment of a Non-Extending Lender’s Non-Extending Loans on such Non-Extending Lender’s Non-Extending Final Maturity Date pursuant to the final sentence of Section 5.07(a2.09(a) or a mandatory prepayment pursuant to Section 2.10(e), each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for the account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; provided that if immediately prior and (iv) other than the payment of interest 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Non-Extending Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)on its applicable Non-Extending Final Maturity Date, 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; and (d) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for the account of the relevant 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.. Each Syndicated Borrowing requested pursuant to Section 2.20(a)(i) shall be made from each Extending Lender on a pro rata basis according to the amounts of their respective Commitments. Any termination or reduction of Commitments or prepayment of Loans made in accordance with Section 2.08(f) (including any payment or prepayment of principal of Syndicated Loans in connection 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, (iii) any payment of Non-Extending Loans on a Non-Extending 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-Extending Final Maturity Date shall have occurred pro rata in accordance with the respective unpaid principal amounts of the Non-Extending Loans held by them and (iv) any mandatory prepayment of Non-Extending Loans pursuant to Section 2.10(e) shall be made for account of each Non-Extending Lender for which the applicable Non-Extending Commitment Termination Date shall have occurred pro rata in accordance with the respective unpaid principal amounts of the Non-Extending Loans held by them. For the avoidance of doubt, no payments shall be allocated solely to Non-Extending Lenders following the occurrence and during the continuance of a Default or Event of Default. DOCVARIABLE #DNDocID \* MERGEFORMAT 748401849 81 Second Amended and Restated Revolving Credit Agreement

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 of Loans from the Lenders under Section 2.01 Borrowing shall be made from the relevant LendersLenders and each Borrowing requested pursuant to Section 2.19(a) shall be made from each Extending Lender, (y) other than the payment 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 a commitment fees fee under Section 2.04 in respect of Commitments 2.10 shall be made for the account of the relevant Lenders, and (z) each termination or reduction of the amount of the Commitments under Section 2.03 2.07, Section 2.09 or otherwise shall be applied to the respective CommitmentsCommitments of the Lenders, pro rata according to the amounts of their respective Commitments; ; (bii) the making of Loans other than with respect to any Borrowing requested pursuant to Section 2.19(a), each Borrowing shall be made allocated pro rata among the relevant Lenders according to the amounts of their respective Commitments; Applicable Percentage of Commitments (cin the case of the making of Loans) except or their respective Loans that are to be included in such Borrowing (in the extent indicated case of conversions and continuations of Loans); (iii) other than in Section 4.07(b) and except for prepayments made connection with the payment of a Non-Extending Lender’s Non-Extended Loans pursuant to the final sentence of Section 5.07(a)2.19, each payment or prepayment of principal of 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 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (d) each payment of interest on 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.or

Pro Rata Treatment. Except (a) With respect to the US$ Lenders, except to the extent otherwise provided herein: : (ai) each borrowing of Loans from the US$ Lenders under Section 2.01 hereof shall be made from the relevant US$ Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments 2.03 hereof shall be made for the account of the relevant US$ Lenders, and each termination or reduction of the amount of the US$ Commitments under Section 2.03 2.02 hereof shall be applied to the respective CommitmentsUS$ Commitments of the US$ Lenders, pro rata PRO RATA according to the amounts US$ Lenders' respective percentages of their respective the US$ Commitments; , (bii) each payment by the making Company of principal of or interest on US$ Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower shall be made Administrative Agent for the account of the relevant US$ Lenders pro rata PRO RATA in accordance with the respective unpaid principal amounts of the such US$ Loans held by them; provided that if immediately prior the US$ Lenders and (iii) each conversion of US$ Loans of a particular Type (other than conversions of Loans of individual Lenders pursuant to giving effect to any Section 6.04 hereof) shall be made PRO RATA among the US$ Lenders in accordance with the respective principal amounts of such payment in respect of any Loan the outstanding principal amount of the US$ Loans shall not be 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 pro rata in accordance with their respective under Section 2.01 hereof shall be made from the US$-Canadian Lenders and each termination or reduction of the US$-Canadian Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of under Section 11.04), then such payment 2.02 hereof shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount 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$-Canadian Loans being of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made to the Administrative Agent for the account of the US$-Canadian Lenders PRO RATA in accordance with the respective unpaid principal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders pro rata 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 their the respective Commitments; andprincipal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders. (dc) 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 Loans by the Borrower commitment fees under Section 2.03 hereof shall be made for the account of the relevant 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 such Multi-Currency Loans (whether denominated in Dollars or other currency) held by the Multi-Currency Lenders. (d) Any reduction of the 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 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 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 such Initial Term Loans then due and payable or Incremental Term Loans, as the case may be, 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 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 thereof.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (ai) each borrowing of Loans from the Lenders under Section 2.01 shall be made from by the relevant Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, Lenders pro rata according to in accordance with the amounts of their respective Commitments; ; (bii) except as otherwise provided in Section 5.04, LIBOR Rate Loans having the making of Loans same Interest Period shall be made allocated pro rata among the relevant Lenders according to the amounts of their respective Commitments; Commitments (cin the case of the making of Loans) except to or their respective Loans (in the extent indicated in Section 4.07(bcase of Conversions and Continuations of Loans); (iv) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of 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 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 Commitments in effect at the time such Loans were made and (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (div) each payment of interest on 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. Computations. Interest on all LIBOR Rate Loans and 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 which payable. Minimum Amounts. Except for (i) mandatory prepayments made pursuant to Section 3.05, (ii) Conversions or prepayments made pursuant to Section 5.04, (iii) prepayments made pursuant to Section 10.03(d), 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 in 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 Loans 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 of Loans from Tranche A Advance shall be made by the Lenders under Section 2.01 2.1, the Tranche B Loan shall be made from by the relevant LendersLenders under Section 2.2, each payment of commitment fees the Commitment Fee under Section 2.04 in respect 2.11 and each payment of Commitments the Letter of Credit fee under Section 3.5 (except as provided therein) shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Tranche A Commitments under Section 2.03 2.13 shall be applied to the respective CommitmentsTranche A Commitments of the Lenders, pro rata according to the amounts of their respective Tranche A Commitments; ; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or and prepayment of principal of Loans or interest on Advances by the Borrower or any Obligated Party of a particular Loan shall be made to the Agent for the account of the relevant Lenders holding Advances of such Loan pro rata in accordance with the respective unpaid principal amounts of the Loans such Advances of such Loan held by themsuch Lenders; provided that if immediately prior to giving effect (c) any and all other monies received by the Agent from any source other than pursuant to any such payment in respect of clauses (a) through (b) hereinabove (including, without limitation, from the Borrower or any Loan Guarantor) to be applied first against the outstanding principal amount Primary Obligations shall be for the pro rata benefit and account of the Loans Lenders based upon each Lender's aggregate outstanding Advances and LC Participations and SL Participations to the aggregate outstanding Advances and LC Participations and SL Participations of all Lenders and then against the Secondary Obligations shall not be held by for the pro rata benefit and account of the Lenders based upon their respective unpaid amounts of the Secondary Obligations; and (d) the Lenders shall purchase from the Issuing Bank and the Swing Lender pursuant to Section 3.1 and Section 2.9 respectively, participations in the Letters of Credit and the related Letter of Credit Liabilities and the Swing Loan respectively, pro rata in accordance with their respective Commitments in effect at the time such Loans were made (by reason of a failure of a Lender Tranche A Commitments. 2.19 Amendment to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.046.2(a), then such payment shall be applied to the Loans in such manner . Effective as shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by date hereof, Section 6.2(a)of the Lenders pro rata Agreement is amended and restated to read in its entirety as follows: (a) Advance Request Form, Telephonic Request, or Letter of Credit Request Form. The Agent in respect of Tranche A Advances and the Tranche B Loan, the Swing Lender in respect of Swing Loan Advances, and the Issuing Bank in respect of Letters of Credit shall have received, in accordance with their respective Commitments; and (d) each payment Section 2.7, 2.9 or 3.2, as the case may be, an Advance Request Form, a telephonic request, or Letter of interest on Loans Credit Request Form, as applicable, executed by the Borrower shall be made for the account an authorized officer of the relevant Lenders pro rata Borrower; 2.20 Additions to Article VIII. Effective as of the date hereof, new Sections 8.14 and 8.15 are added to Article VIII of the Agreement to read in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders.their entirety as follows:

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from the Lenders under Section 2.01 2.1.(a), 2.3.(d) and 2.4.(e) shall be made from the relevant Lenders, each payment of commitment fees the Fees under Section 2.04 in respect 3.6.(a) and under the first sentence of Commitments Section 3.6.(b) shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.03 2.12. shall be applied to the respective CommitmentsRevolving Commitments of the Lenders, pro rata according to the amounts of their respective Revolving Commitments; ; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment 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; 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (dc) each payment 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) 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; (g) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.4., shall be pro rata in accordance with their respective Revolving Commitments; and (h) 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 of Loans from the Lenders under Section 2.01 shall be made from by the relevant Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, Lenders pro rata according to in accordance with the amounts of their respective Commitments; ; (bii) except as otherwise provided in Section 5.04, LIBOR Rate Loans having the making of Loans same Interest Period shall be made allocated pro rata among the relevant Lenders according to the amounts of their respective Commitments; Commitments (cin the case of the making of Loans) except to or their respective Loans (in the extent indicated in Section 4.07(bcase of Conversions and Continuations of Loans); (iv) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of 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 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 Commitments in effect at the time such Loans were made and (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (div) each payment of interest on 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. Computations. Interest on all LIBOR Rate Loans and 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 which payable. Minimum Amounts. Except for (i) mandatory prepayments made pursuant to Section 3.05, (ii) Conversions or prepayments made pursuant to Section 5.04, (iii) prepayments made pursuant to Section 10.03(d), 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 in 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 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 of Loans from the US$ Lenders under Section 2.01 hereof shall be made from the relevant US$ Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments 2.03 hereof shall be made for the account of the relevant US$ Lenders, and each termination or reduction of the amount of the US$ Commitments under Section 2.03 2.02 hereof shall be applied to the respective CommitmentsUS$ Commitments of the US$ Lenders, pro rata according to the amounts US$ Lenders’ respective percentages of their respective the US$ Commitments; , (bii) each payment by the making Company of principal of or interest on US$ Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower shall be made Administrative Agent for the account of the relevant US$ Lenders pro rata in accordance with the respective unpaid principal amounts of the 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$-Canadian Lenders, except to the extent otherwise provided that if immediately prior herein: (i) each borrowing from the US$-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 giving effect the US$-Canadian Commitments of the US$-Canadian Lenders, pro rata according to any such the US$-Canadian Lenders’ respective percentages of the US$-Canadian Commitments, (ii) each payment by the Company of principal of or interest on US$-Canadian Loans of a particular Type (other than payments in respect of any Loan Loans of individual Lenders provided for by Section 6 hereof) shall be made to the outstanding principal amount Administrative Agent for the account of the Loans shall not be held by the US$-Canadian Lenders pro rata in accordance with their the respective Commitments in effect at the time unpaid principal amounts of such US$-Canadian Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the US$-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 their the respective Commitments; andprincipal amounts of such US$-Canadian Loans held by the US$-Canadian Lenders. (dc) 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 Loans by the Borrower commitment fees under Section 2.03 hereof shall be made for the account of the relevant 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 such Multi-Currency Loans (whether denominated in Dollars or other currency) held by the Multi-Currency Lenders. (d) With respect to the 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 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 Loans then due agents and payable 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 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 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 thereof.

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: : (ai) each borrowing of Loans from the Lenders under Section 2.01 2.1 shall be made from the relevant Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments the Unused Fees shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 2.2 shall be applied to the respective CommitmentsCommitments of the Lenders, pro rata according to the amounts of their respective Commitments; Commitment Percentages; (bii) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower and each payment of the Fees under Section 2.12 shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; , provided that if immediately prior to giving effect that, with respect to any optional prepayment pursuant to Section 2.7, 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such payment prepayments shall be applied to the Base Rate Loans in such manner as shall result, as nearly as is practicable, in and/or groups of LIBOR Rate Loans with the outstanding principal amount same Interest Period at the direction of the Loans being held by the Lenders pro rata Borrower in accordance with their respective Commitmentsits reasonable discretion; and (diii) each payment of interest on Loans by the Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the amounts amount of interest on such Loans then due and payable to the respective Lenders; and (iv) the making, Conversion and Continuation of 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 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 Loan of such Type shall be coterminous. (b) 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 Agent shall (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of (i) and (ii) above, in any order as determined by the Agent in reasonable discretion.

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 of Loans from the Lenders under Section 2.01 2.1 hereof shall be made from the relevant Lendersmade, each payment of commitment fees under Section 2.04 in respect of Commitments Commitment Fees shall be made and applied for the account of the relevant Lenders, and each termination or reduction of the amount Commitments of the Commitments Lenders under Section 2.03 2.4 hereof shall be applied to the respective Commitmentsapplied, pro rata rata, according to the amounts of their respective Commitments; each Lender's Commitment Percentage; (b) each payment or prepayment by the making Borrower of principal of or interest on Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower shall be made Agent for the account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the 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 Letter of Credit as otherwise provided that if immediately 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 giving effect 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 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 not occur on any date specified by the Borrower as set forth in the applicable Request for Extension of Credit because all of the conditions for such payment Loan set forth herein or in any of the other Loan Documents shall have not been met, the Agent shall return the amounts so received from the Lenders in respect of such requested Loan to the applicable Lenders as soon as practicable. (c) Notwithstanding any Loan provision to the outstanding principal contrary contained in this Section 2.11 or in any other provision hereof, each Lender shall only receive interest upon and a portion of the Commitment Fee paid hereunder based upon the amount of the Loans shall not be held funds actually advanced by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (d) each payment of interest on 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 from time to the respective Lenderstime.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from the Lenders of Committed Loans and the Term Loans under Section 2.01 shall be made from the relevant Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments 2.06 shall be made for the account of the relevant Lenders, and each termination or reduction of the amount or termination of the Commitments under Section 2.03 2.05 shall be applied to the respective CommitmentsCommitments of the Lenders, pro rata according to the amounts of their respective Commitments; , and the Conversion or Continuation of Committed Loans of a particular Type (bother than Conversions provided for by Section 5.04) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; ; (cb) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Committed Loans and the Term Loans by the any Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Committed Loans held by them; provided that if immediately prior to giving effect to any such payment in respect of any Loan or the outstanding principal amount of Term Loans, as the Loans shall not be case may be, held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made Lenders; and (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (dc) each payment of interest on Committed Loans and the Term Loans by the any Borrower shall be made for the account of the relevant 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from the Lenders under Section 2.01 Revolving Loan shall be made from by the relevant LendersBanks, each payment of commitment fees under Section 2.04 in respect 2.5 and letter of Commitments credit fees under subsection 2.7 (c) shall be made for the account of the relevant LendersBanks, and each termination or reduction of the amount of the Revolving Commitments under Section 2.03 shall be applied to the respective CommitmentsRevolving Commitments of the Banks, pro rata according to the amounts of their respective Commitments; Commitment Percentages; (b) the making making, Conversion, and Continuation of Loans Accounts of a particular Type (other than Conversions provided for by Section 5.4) shall be made pro rata among the relevant Lenders Banks holding Accounts of such Type according to the amounts of their respective Commitments; Commitment Percentages; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or and prepayment of principal of or interest on Revolving Loans or Reimbursement Obligations by the Borrower shall be made to the Agent for the account of the relevant Lenders Banks holding such Revolving Loans or Reimbursement Obligations (or participation interests therein) pro rata in accordance with the respective unpaid principal amounts of the such Revolving Loans held by themor Reimbursement Obligations (or participation interests therein); 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (d) each payment proceeds of interest on Loans Collateral shall be shared by the Borrower shall be made for Agent and the account of the relevant Lenders Banks pro rata in accordance with the respective unpaid principal amounts of and interest on such Loans the Obligations then due the Agent and payable the Banks; and (e) the Banks (other than the Agent) shall purchase from the Agent participations in the Letters of Credit to the extent of their respective LendersCommitment Percentages. If at any time payment, in 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 amount agrees, upon demand, to return the portion of such amount it has received to the Agent.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing Subject to the express provisions of Loans from the this Agreement which require, or permit, differing payment to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders and except as required under Section 2.01 shall be made from the relevant Lenders3.02, each payment of commitment fees under Section 2.04 in respect of Commitments shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, pro rata according to the amounts of their respective Commitments; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a)Borrowing, each payment or prepayment of principal of 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 relevant 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 the Loans held by themtheir outstanding Loans); provided that if immediately prior the provisions of this Section 2.14 shall not be construed to giving effect apply to any such payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement, including (without limitation) in respect of any Loan the outstanding principal amount payment, assignment, sale or participation to Holdings or any of the Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments Affiliates expressly permitted under Section 10.04. Each Lender agrees that in effect 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 time Administrative Agent to pay fully all amounts of principal, Reimbursement Obligations, interest and fees then due hereunder, such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such payment funds shall be applied to the Loans in such manner as shall result(i) first, 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; and (d) each towards payment of interest on Loans by and fees then due hereunder, ratably 92 among the Borrower shall be made for the account of the relevant 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 (ii) second, towards payment of principal and Reimbursement Obligations then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and Reimbursement Obligations then due to the respective Lenderssuch parties.

Pro Rata Treatment. Except to the extent otherwise provided herein: herein (aincluding, without limitation, Sections 2.02 and 2.07) and subject to the terms of the Security Agreement and the Intercreditor Agreement: (i) each borrowing of Loans from the Lenders under Section 2.01 Class A Borrowing shall be made from the relevant LendersClass A Lenders pro rata according to the amounts of their respective Class A Commitments, each payment of commitment fees under Section 2.04 in respect of Commitments Class B Borrowing shall be made for from the account Class B Lenders pro rata according to the amounts of their respective Class B Commitments and each Class A-1 Loan, Class A-2 Loan, Class A-3 Loan and Class B Loan shall be made by the relevant Class A-1 Lenders, and each termination Class A-2 Lenders, Class A-3 Lenders or reduction of Class B Lenders, as the amount of the Commitments under Section 2.03 shall be applied to the respective Commitmentscase may be, pro rata according to the amounts of their respective Class A-1 Commitments; , Class A-2 Commitments, Class A-3 Commitments or Class B Commitments, as the case may be; (bii) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Class A Loans by the Borrower shall be made for the account of the relevant Class A Lenders pro rata in accordance with the respective unpaid principal amounts of the Class A 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (d) them and each payment or prepayment of interest on principal of Class B Loans by the Borrower shall be made for the account of the relevant Class B Lenders pro rata in accordance with the respective unpaid principal amounts of the Class B Loans held by them; and (iii) each payment of interest on Class A Loans by the Borrower shall be made for account of the Class A Lenders pro rata in accordance with the amounts of interest on such Class A Loans then due and payable to the respective Class A Lenders and each payment of interest on Class B Loans by the Borrower shall be made for account of the Class B Lenders pro rata in accordance with the amounts of interest on such Class B Loans then due and payable to the respective Class B Lenders.

Pro Rata Treatment. Except (a) With respect to the US$ Lenders, except to the extent otherwise provided herein: : (ai) each borrowing of Loans from the US$ Lenders under Section 2.01 hereof shall be made from the relevant US$ Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments 2.03 hereof shall be made for the account of the relevant US$ Lenders, and each termination or reduction of the amount of the US$ Commitments under Section 2.03 2.02 hereof shall be applied to the respective CommitmentsUS$ Commitments of the US$ Lenders, pro rata PRO RATA according to the amounts US$ Lenders' respective percentages of their respective the US$ Commitments; , (bii) the making each payment by a Borrower of principal of or interest on US$ Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by Section 6 hereof) shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower shall be made Administrative Agent for the account of the relevant US$ Lenders pro rata PRO RATA in accordance with the respective unpaid principal amounts of the such US$ Loans held by them; provided that if immediately prior the US$ Lenders and (iii) each conversion of US$ Loans of a particular Type (other than conversions of Loans of individual Lenders pursuant to giving effect to any Section 6.04 hereof) shall be made PRO RATA among the US$ Lenders in accordance with the respective principal amounts of such payment in respect of any Loan the outstanding principal amount of the US$ Loans shall not be 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 pro rata in accordance with their respective under Section 2.01 hereof shall be made from the US$-Canadian Lenders and each termination or reduction of the US$-Canadian Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of under Section 11.04), then such payment 2.02 hereof shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount US$-Canadian Commitments of the Loans being held by US$-Canadian Lenders, PRO RATA according to the Lenders pro rata in accordance with their US$-Canadian Lenders' respective percentages of the US$-Canadian Commitments; and , (dii) each payment by a Borrower of principal of or interest on US$-Canadian Loans of a particular Type (other than payments in respect of Loans of individual Lenders provided for by the Borrower Section 6 hereof) shall be made to the Administrative Agent for the account of the relevant US$-Canadian Lenders pro rata PRO RATA in accordance with the respective unpaid principal amounts of interest on such US$-Canadian Loans then due held by the US$-Canadian Lenders and payable (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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing of Loans from the Lenders under Section 2.01 shall be made from the relevant Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, pro rata according to the amounts of their respective Commitments; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a)Revolving Loan borrowing, each payment or prepayment of principal of Loans any Revolving Loan, each payment of fees (other than the Administrative Fees retained by the Borrower Administrative Agent for its own account), each reduction of the Revolving Committed Amount, and each conversion or continuation of any Revolving Loan, shall (except as otherwise provided in Section 3.11) be made for the account of allocated pro rata among the relevant Lenders pro rata 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 outstanding Loans held by themand Participation Interests of such Lenders); provided that that, if immediately prior any Lender shall have failed to giving effect to any such payment in respect pay its applicable pro rata share of any Loan 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 (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)Revolving Loan, then any amount to which such payment Lender would otherwise be entitled pursuant to this Section 3.7 shall instead 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; and (d) each payment of interest on 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 LendersAdministrative Agent until the share of such Revolving Loan not funded by such Lender has been repaid; provided further, that in 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 Lender, with interest for the period 32 38 commencing on the date such 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. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from the Lenders under Section 2.01 Sections 2.01, 2.03(e) and 2.04(e) shall be made from the relevant Lendersapplicable Lenders in such Class, each payment of commitment the fees under Section 2.04 in respect Sections 2.09(a), 2.09(b), the first sentence of Commitments 2.09(d)(i), and 2.09(f) shall be made for the account of the relevant Lendersapplicable Lenders in such Class, and each termination or reduction of the amount of the any Commitments under Section 2.03 2.07 of a given Class shall be applied to the respective CommitmentsCommitments of the applicable Lenders in such Class, pro rata according to the amounts of their respective Commitments; Commitments of such Class; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Loans by the Borrower of any Class shall be made for the account of the relevant applicable Lenders in such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class, held by them; , provided that that, subject to Section 2.14, if immediately prior to giving effect to any such payment in respect of any Loan 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 (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)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 their such respective Revolving Commitments; and (dc) each payment of interest on the Loans by the Borrower of a particular Class shall be made for the account of the relevant 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 Lenders of such Class; (d) the conversion and continuation of Loans of a particular Type and Class (other than conversions provided for by Sections 3.04(c) and 3.07) shall be made pro rata among the Lenders according to the amounts of their respective 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 2.03, shall be in accordance with their respective Credit Percentages for their Revolving Committed Amounts. All payments of principal, interest, fees and other amounts in respect of the Swing Line Loans shall be for the account of the Swing Line Lender only (except to the extent any Revolving Lender shall have acquired a participating interest in any such Swing Line Loan pursuant to Section 2.04(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 from the Lenders under Section 2.01 shall be made from the relevant Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, pro rata according to the amounts of their respective Commitments; (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a)Revolving Loan borrowing, each payment or prepayment of principal of Loans any Revolving Loan, each payment of fees (other than the Administrative Fees retained by the Borrower Administrative Agent for its own account), each reduction of the Revolving Committed Amount, and each conversion or continuation of any Revolving Loan, shall (except as otherwise provided in Section 3.11) be made for the account of allocated pro rata among the relevant Lenders pro rata 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 outstanding Revolving Loans held by themand Participation Interests of such Lenders); provided that PROVIDED THAT, if immediately prior any Lender shall have failed to giving effect to any such payment in respect pay its applicable pro rata share of any Loan 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 (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04)Revolving Loan, then any amount to which such payment Lender would otherwise be entitled pursuant to this subsection (a) shall instead 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; and (d) each payment of interest on 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.Administrative Agent until the share of such Revolving Loan not funded by such Lender has been repaid; PROVIDED FURTHER, that in the event any amount paid to any Lender pursuant to this subsection (a) 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 Lender, with interest for the period commencing on the date such 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; and

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: : (ai) each borrowing of Loans from the Term Lenders under Section 2.01 2.2(a) shall be made from the relevant Term Lenders, each payment of commitment fees under Section 2.04 in respect of Commitments shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, pro rata according to the amounts of their respective Term Commitments; ; (bii) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of Term Loans by the Borrower shall be made for the account of the relevant Term Lenders pro rata in accordance with the respective unpaid principal amounts of the Term Loans held by them; , provided that if immediately prior to giving effect that, with respect to any optional prepayment pursuant to Section 2.7, 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such payment prepayments shall be applied to the Base Rate Loans in such manner as shall result, as nearly as is practicable, in and/or groups of LIBOR Loans with the outstanding principal amount same Interest Period at the direction of the Loans being held by the Lenders pro rata Borrower in accordance with their respective Commitmentsits reasonable discretion; and (diii) each payment of interest on Term Loans by the Borrower shall be made for the account of the relevant 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 (iv) the making, Conversion and Continuation of 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 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 Term Loan of such Type shall be coterminous. (b) 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 Agent shall (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of (i) and (ii) above, in any order as determined by the Agent in reasonable discretion.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans from the Lenders under Section 2.01 shall be made from the relevant Lenders, each payment of commitment fees the Fees under Section 2.04 in respect of Commitments Sections 3.8(a), 3.8(b), 3.8(e), and 3.8(g) shall be made for the account of the relevant Lenders, and each termination or reduction of Lenders pro rata in accordance with the amount of the Commitments under Section 2.03 shall be applied to the respective Commitments, pro rata according to the amounts of their respective Commitments; Commitment Percentages, (b) the making of Loans shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments; (c) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), each payment or prepayment of principal of 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 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and (dc) each payment of interest on 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) 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 Loans of a particular Type (other than Conversions provided for by Section 4.4) shall be made pro rata among Lenders according to the amounts of their respective Commitment Percentages, and the then current Interest Period for each Lender’s portion of each Loan of such Type shall be coterminous.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (a) each borrowing of Loans of a particular Class from the Lenders under Section 2.01 shall be made from the relevant Lenders, each payment of commitment fees fee under Section 2.04 2.05 in respect of Commitments of a particular Class shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.03 2.04 shall be applied to the respective CommitmentsCommitments of such Class of the relevant Lenders, pro rata according to the amounts of their respective Commitments; (b) the making 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 Credit 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 Commitments; 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) except to the extent indicated in Section 4.07(b) and except for prepayments made pursuant to the final sentence of Section 5.07(a), 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 Loans of such Class 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 Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate 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 Commitments; and and (d) 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.