Common use of Pro Rata Treatment Clause in Contracts

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fees under Section 2.11 shall be made for the account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 2.07 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fee under Section 2.10 shall be made for account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee fees under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fees under Section 2.11 shall be made for the account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest on Syndicated Loans of a Class of Commitments or Maturity Date by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their the respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class and shall be allocated pro rata among the applicable Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), (ii) each payment of commitment fees under Section 2.11 shall be made for account of the Revolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments under Section 2.08 shall be applied to the Revolving Credit Commitments, pro rata according to the respective Revolving Credit Commitments of the Revolving Credit Lenders; (iii) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the respective unpaid principal amounts of the Syndicated Loans of such Class held by themsuch Lenders; and (iv) each payment of interest on Syndicated Loans of a any Class by the Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: herein (including, without limitation, pursuant to transactions contemplated by Section 2.18, 2.19, 2.20, 2.21 or 9.04(b)(v)): (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassLenders, each payment of commitment fee under Section 2.11 2.09 shall be made for account of the Lenders of the applicable ClassRevolving Lenders, and each termination or reduction of the amount of the Revolving Commitments of a Class under Section 2.08 2.06 shall be applied to the respective Revolving Commitments of the Lenders of such ClassRevolving Lenders, pro rata according to the amounts of their respective Revolving Commitments of such the applicable Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Syndicated Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 hereof shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.04 hereof in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.03 hereof shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (iib) each Syndicated Borrowing the making, Conversion and Continuation of Loans of a particular Type and Class (other than Conversions provided for by Section 5.04 hereof) shall be allocated made pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions Conversions and continuations Continuations of Loans); (iiic) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower Company shall be made for 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; and (ivd) each payment of interest on Syndicated any Loans of a any Class by the Borrower Company shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Syndicated Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Syndicated Lenders of such Class pro rata in accordance with the amounts of interest on such Syndicated Loans of such Class then due and payable to the respective Lenders; (v) each payment or prepayment of principal of Term Loans by the Borrower shall be made for the account of the Term Lenders pro rata in accordance with the respective unpaid principal amount of the Term Loans held by them; and (vi) each payment of interest on Term Loans by the Borrower shall be made for account if the Term Lenders pro rata in accordance with the amounts of interest on such Term Loans then due and payable to the Term Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (ia) each Syndicated Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.05 in respect of Commitments of a particular Class shall be made for the account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.04 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; ; (iib) each Syndicated Borrowing except as otherwise provided in Section 5.04, Eurodollar Loans of a any Class having the same Interest Period shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such the relevant Class (in the case of the making of Syndicated Loans) or their respective Loans of such the relevant Class that are to be included in such Borrowing (in the case of conversions Conversions and continuations Continuations of Loans); ; (iiic) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower Borrowers 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; and and (ivd) each payment of interest on Syndicated Loans of a any Class by the Borrower Borrowers 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their the respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class and shall be allocated pro rata among the applicable Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), (ii) each payment of commitment fees under Section 2.11 shall be made for account of the Revolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments under Section 2.08 shall be applied to the Revolving Credit Commitments, pro rata according to the respective Revolving Credit Commitments of the Revolving Credit Lenders; (iii) each payment or prepayment of principal of Syndicated Loans of a any Class by the any Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the respective unpaid principal amounts of the Syndicated Loans of such Class held by themsuch Lenders; and (iv) each payment of interest on Syndicated Loans of a any Class by the any Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassClass of Commitments, each payment of commitment fee under Section 2.11 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of the applicable Classrespective Class of Commitments, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments; (ii) each Syndicated Borrowing of a Class of Commitments shall be allocated pro rata among the Lenders of such Class of Commitment according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class (including of a particular Series of Incremental Term Loans) shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.09 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class (including of a particular Series of Incremental Term Loans) under Section 2.08 2.06 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of any Class (including of a Class particular Series of Incremental Term Loans) shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment by the Borrower of principal of Syndicated Loans of a particular Class by the Borrower (including of a particular Series of Incremental Term Loans) shall be made for 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; and (iv) each payment of interest by the Borrower of interest on Syndicated Loans of a particular Class by the Borrower (including of a particular Series of Incremental Term Loans) shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments Subcommitments of a Class under Section 2.08 2.07 shall be applied to the respective Commitments Subcommitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments Subcommitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments Subcommitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fees under Section 2.10 shall be made by the applicable Borrower for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Subcommitments with respect to such Borrower; (iv) each payment or prepayment by the applicable Borrower of principal of Syndicated Loans of a Class by the made to such Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest by the applicable Borrower on Syndicated Loans of a Class by the made to such Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans, Tranche A Term Loans of a Class and Tranche B Term Loans by the Borrower shall be made for 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; and (iv) each payment of interest on Syndicated Revolving Credit Loans, Tranche A Term Loans of a Class and Tranche B Term Loans by the Borrower shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of Loans of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee unused fees under Section 2.11 in respect of Commitments of a particular Class shall be made for the account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of Loans of a particular Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans of a Class or Term Loans 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; and (iv) each payment of interest on Syndicated Revolving Credit Loans of or Term Loans by 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, Class and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fees under Section 2.11 shall be made for the account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassClass of Commitments, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments; (ii) each Syndicated Borrowing of a Class of Commitments shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments by the Borrower shall be made for account of the Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments by the Borrower shall be made for account of the Lenders of such Class of Commitments pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 2.07 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such the Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fees under Section 2.10 shall be made for account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided hereinherein as of the Closing Date: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their the respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class and shall be allocated pro rata among the applicable Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), (ii) each payment of commitment fees under Section 2.13 shall be made for account of the Revolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments under Section 2.10 shall be applied to the Revolving Credit Commitments, pro rata according to the respective Revolving Credit Commitments of the Revolving Credit Lenders; (iii) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower Borrowers shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the respective unpaid principal amounts of the Syndicated Loans of such Class held by themsuch Lenders; and (iv) each payment of interest on Syndicated Loans of a any Class by the Borrower Borrowers shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the amounts of interest on such Loans of such Class then due and payable to such Lenders. Amounts prepaid on account of the respective LendersTerm Loans may not be reborrowed.

Pro Rata Treatment. Except to the extent otherwise provided hereinherein each Lender agrees that: (i) each Syndicated Borrowing of a Class borrowing from the Lenders under Section 2.01 and each continuation and conversion under Section 2.02 shall be made from the Lenders of such Classpro rata in accordance with their Percentage Share, each payment of commitment fee or other fees under Section 2.11 2.05(a) and Section 2.05(b)(i) shall be made for account of the Lenders of the applicable Classpro rata in accordance with their Percentage Share, and each termination or reduction of the amount of the Aggregate Revolving Credit Commitments of a Class under Section 2.08 2.03(b) shall be applied to the respective Commitments Commitment of the Lenders of such Classeach Lender, pro rata according to the amounts of their its respective Commitments of such ClassCommitment; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts amount of the Syndicated Loans of such Class held by themthe Lenders; and (iviii) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; and (iv) each reimbursement by the Borrower or Waste Corporation Texas, if applicable, of disbursements under the Direct Pay Letter of Credit or Letters of Credit shall be made for 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 to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their the respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class and shall be allocated pro rata among the applicable Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), (ii) each payment of commitment fees under Section 2.14 shall be made for account of the Revolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments under Section 2.11 shall be applied to the Revolving Credit Commitments, pro rata according to the respective Revolving Credit Commitments of the Revolving Credit Lenders; (iii) each payment or prepayment of principal of Syndicated Loans of a any Class by the any Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the respective unpaid principal amounts of the Syndicated Loans of such Class held by themsuch Lenders; and (iv) each payment of interest on Syndicated Loans of a any Class by the any Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the amounts of interest on such Loans of such Class then due and payable to such Lenders. Amounts prepaid on account of the respective LendersTerm Loans may not be reborrowed.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassClass of Commitments, each payment of commitment fee under Section 2.11 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of the applicable Classrespective Class of Commitments, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments; (ii) each Syndicated Borrowing of a Class of Commitments shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Classrelevant Revolving Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Loans, Tranche A Term Loans, Tranche B Term Loans of a Class and Incremental Term Loans by the Borrower shall be made for 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; and (iv) each payment of interest on Syndicated Revolving Loans, Tranche A Term Loans, Tranche B Term Loans of a Class and Incremental Term Loans by the Borrower shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee fees under Section 2.11 shall be made for the account of the Lenders of the applicable Class, pro rata according to the average daily unutilized amounts of the respective Commitments, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) [reserved]; (iv) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class (including of a particular Series of Incremental Loans) shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.12 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class (including of a particular Series of Incremental Loans) under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of any Class (including of a Class particular Series of Incremental Loans) shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Term Loans or Incremental Loans) or their respective Term Loans or Incremental Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Term Loans or Incremental Loans); (iii) each payment or prepayment by the U.S. Borrower of principal of Syndicated Term Loans or Incremental Loans of a particular Class by the Borrower (including of a particular Series of Incremental Loans) shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Term Loans or Incremental Loans of such Class held by them; and (iv) each payment by the U.S. Borrower of interest on Syndicated Term Loans or Incremental Loans of a particular Class by the Borrower (including of a particular Series of Incremental Loans) shall be made for the account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Term Loans of such Class or Incremental Loans then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassClass of Commitments, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments; (ii) each Syndicated Borrowing of a Class of Commitments shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments by the Borrower shall be made for account of the Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments by the Borrower shall be made for account of the Lenders of such Class of Commitments pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided hereinherein as of the Third Amendment Effective Date: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their the respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class and shall be allocated pro rata among the applicable Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), (ii) each payment of commitment fees under Section 2.13 shall be made for account of the Revolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments under Section 2.10 shall be applied to the Revolving Credit Commitments, pro rata according to the respective Revolving Credit Commitments of the Revolving Credit Lenders; (iii) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the respective unpaid principal amounts of the Syndicated Loans of such Class held by themsuch Lenders; and (iv) each payment of interest on Syndicated Loans of a any Class by the Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the amounts of interest on such Loans of such Class then due and payable to such Lenders. Amounts prepaid on account of the respective LendersTerm Loans may not be reborrowed.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their the respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class and shall be allocated pro rata among the applicable Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), (ii) each payment of commitment fees under Section 2.13 shall be made for account of the Revolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments under Section 2.10 shall be applied to the Revolving Credit Commitments, pro rata according to the respective Revolving Credit Commitments of the Revolving Credit Lenders; (iii) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the respective unpaid principal amounts of the Syndicated Loans of such Class held by themsuch Lenders; and (iv) each payment of interest on Syndicated Loans of a any Class by the Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the amounts of interest on such Loans of such Class then due and payable to such Lenders. Amounts prepaid on account of the respective LendersTerm Loans may not be reborrowed.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Syndicated Borrowing of a Class Each Loan shall be made from allocated among the Lenders of such Classin accordance with their respective Pro Rata Share. (b) Except for prepayments contemplated by Section 2.8(d)(y), each payment repayment by the Borrower in respect of commitment fee under Section 2.11 shall be made for account of principal or interest on the Lenders of the applicable Class, Initial Term Loans and each termination payment in respect of fees or reduction of the amount of the Commitments of a Class under Section 2.08 expenses payable hereunder shall be applied to the respective Commitments amounts of such obligations owing to the Lenders entitled thereto in accordance with their respective Pro Rata Share. Each voluntary prepayment by the Borrower of such Class, pro rata according Initial Term Loans shall be applied to the amounts of such obligations owing to the Lenders in accordance with their respective Commitments of Pro Rata Share (unless such Class; (ii) each Syndicated Borrowing of a Class payment is made in accordance with Section 9.1(f), in which case it shall be allocated pro rata among made in accordance with such Section). Except for prepayments contemplated by Section 2.8(d), each repayment by the Lenders Borrower in respect of such Class according principal or interest on the Delayed Draw Term Loans and each payment in respect of fees or expenses payable hereunder shall be applied to the amounts of such obligations owing to the Lenders entitled thereto in accordance with their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or Pro Rata Share. Each voluntary prepayment of principal of Syndicated Loans of a Class by the Borrower of Delayed Draw Term Loans shall be applied to the amounts of such obligations owing to the Delayed Draw Term Loan Lenders in accordance with their respective Pro Rata Share (unless such payment is made in accordance with Section 9.1(f), in which case it shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective LendersSection).

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans of a Class and Term Loans by the Borrower shall be made for 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; and (iv) each payment of interest on Syndicated Revolving Credit Loans of a Class and Term Loans by the Borrower shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class (including of a particular Series of Incremental Term Loans) shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee fees under Section 2.11 2.12 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class (including of a particular Series of Incremental Term Loans) under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of any Class (including of a Class particular Series of Incremental Term Loans) shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment by the Borrower of principal of Syndicated Loans of a particular Class by the Borrower (including of a particular Series of Incremental Term Loans) shall be made for 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; and (iv) each payment by the Borrower of interest on Syndicated Loans of a particular Class by the Borrower (including of a particular Series of Incremental Term Loans) shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Term Loan Commitments of a Class under Section 2.08 2.16 shall be applied to the respective Term Loan Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their respective Commitments of such ClassTerm Loan Commitments; (iib) each Syndicated Borrowing the making of a Class Term Loans under Section 2.2(a) shall be allocated made from the Lenders, pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans)Term Loan Commitments; (iiic) each payment or prepayment of principal of Syndicated Term Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Term Loans of such Class held by them; and (ivd) each payment of interest on Syndicated Term Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Term Loans of such Class then due and payable to the respective Lenders; and (e) the Conversion or Continuation of Term 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 Term Loans and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous. Any payment or prepayment of principal or interest made 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: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments (or, in the case of any Borrowing of Revolving Credit Loans, their respective Available Revolving Credit Commitments) of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans, Term Loans of and Incremental Term Loans by 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; and (iv) each payment of interest on Syndicated Revolving Credit Loans, Term Loans of and Incremental Term Loans by 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee fees under Section 2.11 in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans of and Term Loans by a Class by the Borrower shall be made for 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; and (iv) each payment of interest on Syndicated Revolving Credit Loans of and Term Loans by a Class by the Borrower shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of, or conversions of Loans in, a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a particular Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective unpaid principal amount of Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (ii) each payment of commitment fees under Section 2.11 in respect of Revolving Credit Commitments and each payment of Letter of Credit participation fees under Section 2.11 shall be made for account of the Revolving Credit Lenders on a pro rata basis, (iii) each payment of commitment fees under Section 2.11 in respect of Initial Term Commitments shall be made for account of the applicable Initial Term Lenders, (iv) each payment of commitment fees under Section 2.11 in respect of Delayed Draw Term Commitments shall be made for account of the applicable Delayed Draw Term Lenders, (v) each termination or reduction of the amount of the Commitments of a particular Class under Section 2.8 shall be applied to the respective Commitments of such Class of the relevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (vi) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower Borrowers shall be made for 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; and (ivvii) each payment of interest on Syndicated Loans of a any Class by the Borrower Borrowers shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such the Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Syndicated Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.04 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.03 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (iib) each Syndicated Borrowing except as otherwise provided in Section 5.04, Eurodollar Loans of a any Class having the same Interest Period shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Revolving Credit Commitments of such Class and Term Loan Commitments (in the case of the making of Syndicated Loans) or their respective Revolving Credit Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Term Loans); (iiic) each payment or prepayment of principal of Syndicated Revolving Credit Loans of a Class and Term Loans by the Borrower shall be made for 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; and (ivd) each payment of interest on Syndicated Revolving Credit Loans of a Class and Term Loans by the Borrower shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided hereinherein each Lender agrees that: (i) each Syndicated Borrowing of a Class borrowing from the Lenders under Section 2.01 and each continuation and conversion under Section 2.02 shall be made from the Lenders of such Classpro rata in accordance with their Percentage Share, each payment of commitment fee or other fees under Section 2.11 2.04 shall be made for account of the Agent or the Lenders of the applicable Classpro rata in accordance with their Percentage Share, and each termination or reduction of the amount of the Commitments of a Class Aggregate Maximum Revolving Credit Amounts under Section 2.08 2.03(b) shall be applied to the respective Commitments Commitment of the Lenders of such Classeach Lender, pro rata according to the amounts of their its respective Commitments of such ClassRevolving Credit Commitment; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts amount of the Syndicated Loans of such Class held by themthe Lenders; and (iviii) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; and (iv) each reimbursement by the Borrower of disbursements under Letters of Credit shall be made for 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 to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee a Commitment Fee under Section 2.11 2.10(a) in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.07 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata among the relevant Lenders according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for 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; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassClass of Commitments, each payment of commitment fee under Section 2.11 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of the applicable Classrespective Class of Commitments, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.08 2.07 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments; (ii) each Syndicated Borrowing of a Class of Commitments shall be allocated pro rata among the Lenders of such Class of Commitment according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of a commitment fee under Section 2.11 2.10 in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.07 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata among the relevant Lenders according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for 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; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Syndicated Borrowing borrowing from the Lenders of a Class Committed Loans under Section 2.01 shall be made from the Lenders of such ClassLenders, each payment of commitment fee fees under Section 2.11 2.07 shall be made for account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount or termination of the Commitments of a Class under Section 2.08 2.06 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their respective Commitments Commitments, and the Conversion or Continuation of such Class; (ii) each Syndicated Borrowing Committed Loans of a Class particular Type (other than Conversions provided for by Section 5.04) shall be allocated made pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans)Commitments; (iiib) each payment or prepayment of principal of Syndicated Committed Loans of a Class by the any Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Committed Loans of such Class held by themthe Lenders; and (ivc) each payment of interest on Syndicated Committed Loans of a Class by the any Borrower shall be made for account of the Lenders of such Class 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 of such Class Borrower then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (ia) each borrowing under Section 2.01 hereof of Syndicated Borrowing of a Class Loans shall be made from the Lenders of such ClassLenders, each payment of commitment fee under Section 2.11 shall be made for account 2.05(a) hereof of facility fee to the Lenders of the applicable ClassLenders, and each termination or reduction of the amount under Section 2.04(b) hereof of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their respective Commitments of such Class; Commitments; (iib) each Syndicated Borrowing of a Class except as otherwise provided in Section 5.04 hereof, Eurocurrency Loans having the same Interest Period shall be allocated pro rata among the Lenders of such Class pro rata according to the amounts of their respective Commitments of such Class Commitments; (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iiic) each payment or prepayment of principal of Syndicated Loans Loans, and each payment under Section 2.05 hereof of a Class by utilization fee to the Borrower Lenders, shall be made by a Borrower (allocated between the Borrowers in accordance with the last sentence of Section 2.05(b) hereof) for account of the Lenders of such Class pro rata in accordance with according to the respective unpaid principal amounts of the Syndicated Loans of owing by such Class Borrower held by themsuch Lenders; and and (ivd) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made by a Borrower for account of the Lenders of such Class pro rata in accordance with according to the amounts of interest on such Loans of such Class then due and payable by such Borrower to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or 701007202 11262547 58 Revolving Credit Agreement prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee feefees under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 (other than any reduction of the Multicurrency Revolving Commitments on the Amendment Effective Date as set forth on Schedule I as contemplated by Amendment No. 1) shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans US-DOCS\81066382.481066382.11 of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 hereof shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.10 hereof in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.03 hereof shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing Eurodollar Loans of a any Class having the same Interest Period shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment by the Borrower of principal of Syndicated Loans of a particular Class by the Borrower shall be made for 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; and (iv) each payment by the Borrower of interest on Syndicated Loans of a particular Class by the Borrower shall be made for 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; and (v) each payment by the Borrower of participation fees in respect of Letters of Credit shall be made for the account of the Revolving Credit Lenders pro rata in accordance with the amount of participation fees then due and payable to the Revolving Credit Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans, Term Loans of a Class and Incremental Loans by the Borrower Borrowers shall be made for 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; and (iv) each payment of interest on Syndicated Revolving Credit Loans, Term Loans of a Class and Incremental Loans by the Borrower Borrowers shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Syndicated Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 hereof shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.04 hereof in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.03 hereof shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (iib) each Syndicated Borrowing except as otherwise provided in Section 5.04 hereof, Eurodollar Loans of a particular Class having the same Interest Period shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated LoansLoans of such Class) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions Conversions and continuations Continuations of LoansLoans of such Class); (iiic) each payment or prepayment of principal of Syndicated Loans of a particular Class by the Borrower Company shall be made for 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; and (ivd) each payment of interest on Syndicated Loans of a particular Class by the Borrower Company shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated reimbursement of LC Disbursements (other than in respect of Alternative Currency Letters of Credit) shall be made to the relevant Lenders, each Borrowing of a Class shall be made from the Lenders of such ClassLenders, each payment of commitment fee fees under Section 2.11 2.14 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 2.11 shall be applied to the respective Commitments (or, in the case of any Borrowing, the respective commitment to make Loans herunder) of the Lenders of such ClassLenders, in each case pro rata according to the amounts of their respective Commitments (or, in the case of any Borrowing, the respective commitment to make Loans hereunder or, in the case of any such Classreimbursement or payment after the termination of the Commitments, pro rata according to the Aggregate Credit Exposure); (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower any Account Party shall be made for account of the Lenders of such Class pro rata in accordance with according to the respective unpaid principal amounts of the Syndicated Loans of such Class held by themAccount Party; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower an Account Party shall be made for account of the Lenders of such Class pro rata in accordance with according to the amounts of interest on such Loans of such Class then due and payable to the respective Lendersthereunder.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 hereof shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.10 hereof in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.03 hereof shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing Eurodollar Loans of a any Class having the same Interest Period shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of or such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment by the Borrower of principal of Syndicated Loans of a particular Class by the Borrower shall be made for 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; and (iv) each payment by the Borrower of interest on Syndicated Loans of a particular Class by the Borrower shall be made for 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.CREDIT AGREEMENT

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of Loans of a particular Class (including of a particular Series of Incremental Loans) shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.10 in respect of Commitments of a particular Class (including of a particular Series of Incremental Loans) shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class (including of a particular Series of Incremental Loans) under Section 2.08 2.07 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of Loans of a particular Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a particular Class (including of a particular Series of Incremental Loans) by the Borrower shall be made for 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; and (iv) each payment of interest on Syndicated Loans of a particular Class (including of a particular Series of Incremental Loans) by the Borrower shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment facility fee or participation fee under Section 2.11 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans of a any Class by the a Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Revolving Credit Loans of a any Class by the a Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 (other than any reduction of the Commitments on the Amendment No. 1 Effective Date as set forth in Schedule I to Amendment No. 1) shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.10 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.07 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans of a Class and Term Loans by the Borrower shall be made for 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; and (iv) each payment of interest on Syndicated Credit Agreement Revolving Credit Loans of a Class and Term Loans by the Borrower shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment facility fee, utilization fee or participation fee under Section 2.11 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans of and Term Loans by a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Revolving Credit Loans of and Term Loans by a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class (including of a particular Series of Incremental Loans) shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.12 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class (including of a particular Series of Incremental Loans) under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of any Class (including of a Class particular Series of Incremental Loans) shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment by the Borrower of principal of Syndicated Loans of a particular Class by the Borrower (including of a particular Series of Incremental Loans) shall be made for 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; and (iv) each payment by the Borrower of interest on Syndicated Loans of a particular Class by the Borrower (including of a particular Series of Incremental Loans) shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of 65 Revolving Credit Agreement the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Syndicated Borrowing borrowing of a Loans of either Class from the Lenders under SECTION 2.01 hereof shall be made from the Lenders holding Commitments of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Revolving Credit Commitments of a Class under Section 2.08 SECTION 2.03 hereof, shall be applied to the respective Commitments of such Class of the Lenders ratably in accordance with the amounts of their respective Commitments of such Class, (b) each payment of a commitment fee under SECTION 2.04 hereof in respect of Commitments of either Class shall be made for account of the Lenders pro rata according to the amounts of their respective Commitments of such Class; (iic) each Syndicated Borrowing the making, Conversion and Continuation of Loans of a particular Type of either Class (other than Conversions provided for by SECTION 5.04 hereof) shall be allocated made pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions Conversions and continuations Continuations of Loans)) and the then current Interest Period for each Loan of such Class and such Type shall be coterminous; (iiid) each payment or prepayment of principal of Syndicated Loans of a either Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ive) each payment of interest on Syndicated Loans of a either Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fee under Section 2.11 shall be made for the account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Revolving Credit Agreement Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassClass of Commitments, each payment of commitment fee under Section 2.11 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of the applicable Classrespective Class of Commitments, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.08 2.07 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments; (ii) each Syndicated Borrowing of a Class of Commitments shall be allocated pro rata among the Lenders of such Class of Commitment according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of 84 767993213 21683072 the Syndicated Loans of such Class of Commitments held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee fees under Section 2.11 2.09 in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.06 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Tranche A Loans, Tranche B Loans, Tranche C Loans, Tranche D Loans of a Class and Revolving Loans by the Borrower shall be made for 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; and (iv) each payment of interest on Syndicated Tranche A Loans, Tranche B Loans, Tranche C Loans, Tranche D Loans of a Class and Revolving Loans by the Borrower shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class (including of a particular Series of Incremental Term Loans) shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class (including of a particular Series of Incremental Term Loans) under Section 2.08 2.07 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of any Class (including of a Class particular Series of Incremental Term Loans) shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment by the Borrower of principal of Syndicated Loans of a particular Class by the Borrower (including of a particular Series of Incremental Term Loans) shall be made for 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; and (iv) each payment by the Borrower of interest on Syndicated Loans of a particular Class by the Borrower (including of a particular Series of Incremental Term Loans) shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their the respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class and shall be allocated pro rata among the applicable Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), (ii) each payment of commitment fees under Section 2.14 shall be made for account of the Revolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments under Section 2.11 shall be applied to the Revolving Credit Commitments, pro rata according to the respective Revolving Credit Commitments of the Revolving Credit Lenders; (iii) each payment or prepayment of principal of Syndicated Loans of a any Class by the any Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the respective unpaid principal amounts of the Syndicated Loans of such Class held by themsuch Lenders; and (iv) each payment of interest on Syndicated Loans of a any Class by the any Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the amounts of interest on such Loans of such Class then due and payable to such Lenders. Amounts prepaid on account of the respective LendersTerm Loans or the Term Loans A-1 may not be reborrowed.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Syndicated Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 hereof shall be made from the Lenders of such Classrelevant Lenders, each payment of the commitment fee under Section 2.11 2.09 hereof shall be made for account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.03 hereof shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (iib) each Syndicated Borrowing the making, Conversion and Continuation of Loans of a particular Class and a particular Type (other than Conversions provided for by Section 5.04 hereof) shall be allocated made pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions Conversions and continuations Continuations of Loans)) and the then current Interest Period for each Loan of such Class and Type shall be coterminous; (iiic) each payment or prepayment of principal of Syndicated Loans of a particular Class by the Borrower Company shall be made for 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; and (ivd) each payment of interest on Syndicated Loans of a particular Class by the Borrower Company shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Syndicated Borrowing of a Class borrowing from the Lenders under Section 2.01 hereof shall be made from the Lenders of such ClassLenders, each payment of commitment facility fee under Section 2.11 2.05 hereof shall be made for account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 2.04 hereof shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their respective Commitments of such ClassCommitments; (iib) each the making, Conversion and Continuation of Syndicated Borrowing Loans of a Class particular Type (other than Conversion provided for by Section 5.04 hereof) shall be allocated made pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Syndicated Loans of such Class that are to be included in such Borrowing (in the case of conversions Conversion and continuations Continuation of Loans)) and the then current Interest Period for such Syndicated Loan of such Type shall be coterminous; (iiic) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower Company shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by themthe Lenders; and (ivd) each payment or prepayment of interest on Syndicated Loans of a Class by the Borrower Company shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Syndicated Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Syndicated Borrowing of a Class borrowing from Lenders under Sections 2.01 shall be made from the applicable Lenders of in such Class, each payment of commitment fee the fees under Section 2.11 Sections 2.09(a) shall be made for the account of the applicable Lenders of the applicable in such Class, and each termination or reduction of the amount of the any Commitments under Section 2.07 of a given Class under Section 2.08 shall be applied to the respective Commitments of the applicable Lenders of in such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iiib) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower shall be made for the account of the applicable Lenders of in such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class Class, held by them; and (ivc) each payment of interest on Syndicated (x) Tranche A Term Loans of a Class by the Borrower shall be made for the account of the Tranche A Term Facility Lenders of such Class pro rata in accordance with the amounts of interest on such Tranche A Term Loans of such Class then due and payable to the respective Tranche A Term Facility Lenders and (y) Tranche B Term Loans shall be made for the account of the Tranche B Term Facility Lenders pro rata in accordance with the amounts of interest on such Tranche B Term Loans then due and payable to the respective Tranche B Term Facility Lenders; and (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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans of a Class and Term Loans by the Borrower Borrowers shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid Credit Agreement principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Revolving Credit Loans of a Class and Term Loans by the Borrower Borrowers shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (ia) each Syndicated Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.05 in respect of Commitments of a particular Class shall be made for the account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.04 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; ; (iib) each Syndicated Borrowing except as otherwise provided in Section 5.04, Eurodollar Loans of a any Class having the same Interest Period shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such the relevant Class (in the case of the making of Syndicated Loans) or their respective Loans of such the relevant Class that are to be included in such Borrowing (in the case of conversions Conversions and continuations Continuations of Loans); Table of Contents (iiic) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower Borrowers 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; and and (ivd) each payment of interest on Syndicated Loans of a any Class by the Borrower Borrowers 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 2.06 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their respective Commitments of such ClassCommitments; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a any Class by the a Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a any Class by the a Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided, that if the Index Debt is rated less than Baa3 by Xxxxx'x or less than BBB- by S&P, any payments to be applied to the principal of, and interest on, any Loans or any other amounts hereunder owed to any Affiliated Lender shall instead be applied ratably to the remaining principal of, and interest on, the Loans of the other Lenders and any other amounts owing to such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.10 in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.07 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans of a Class and Term Loans by the Borrower shall be made for 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; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing and Advance of a particular Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their the respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class and shall be allocated pro rata among the applicable Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing and Advance (in the case of conversions and continuations of Loans), (ii) each payment of unused fees under Section 3.05 shall be made for account of the Revolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments under Section 2.07 shall be applied to the Revolving Credit Commitments, pro rata according to the respective Revolving Credit Commitments of the Revolving Credit Lenders; (iii) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the respective unpaid principal amounts of the Syndicated Loans of such Class held by themsuch Lenders; and (iv) each payment of interest on Syndicated Loans of a any Class by the Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated reimbursement of LC Disbursements (other than in respect of Alternative Currency Letters of Credit) shall be made to the relevant Lenders, each Borrowing of a Class shall be made from the Lenders of such ClassLenders, each payment of commitment fee fees under Section 2.11 2.14 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 2.11 shall be applied to the respective Commitments (or, in the case of any Borrowing, the respective commitment to make Loans hereunder) of the Lenders of such ClassLenders, in each case pro rata according to the amounts of their respective Commitments (or, in the case of any Borrowing, the respective commitment to make Loans hereunder or, in the case of any such Classreimbursement or payment after the termination of the Commitments, pro rata according to the Aggregate Credit Exposure); (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower any Account Party shall be made for account of the Lenders of such Class pro rata in accordance with according to the respective unpaid principal amounts of the Syndicated Loans of such Class held by themAccount Party; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower an Account Party shall be made for account of the Lenders of such Class pro rata in accordance with according to the amounts of interest on such Loans of such Class then due and payable to the respective Lendersthereunder.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: , (ia) each borrowing of Syndicated Borrowing Loans of a particular Class from the Banks under Section 2.01 hereof shall be made from the Lenders Banks of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 2.04 hereof shall be applied to the respective Commitments of the Lenders Banks of such Class, pro rata according to the amounts of their respective Commitments of such ClassCommitments; (iib) each Syndicated Borrowing except as otherwise provided in Section 5.04 hereof, Eurocurrency Loans of a Class having the same Interest Period shall be allocated pro rata among the Lenders Banks of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Eurocurrency Loans) or their respective Eurocurrency Loans of having such Class that are to be included in such Borrowing Interest Period (in the case of conversions Conversions and continuations Continuation of Eurocurrency Loans); (iiic) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower Borrowers shall be made for account of the Lenders Banks of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivd) each payment of interest on Syndicated Loans of a such Class by the Borrower Borrowers shall be made for account of the Lenders Banks 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.Banks; and (e) each payment of fees under Section 2.05 hereof shall be made for account of the Banks entitled thereto pro rata in accordance with the amounts of such fees then due and payable to the respective Banks. Notwithstanding the foregoing or anything else to the contrary herein (i) the provisions of this Section 4.02 shall not be construed to apply to any payment made to any

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassClass of Commitments, each payment of commitment fee under Section 2.11 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of the applicable Classrespective Class of Commitments, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments; (ii) each Syndicated Borrowing 68 Revolving Credit Agreement of a Class of Commitments shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class Revolving Credit Loans, the Term Loan A and the Term Loan B by the Borrower shall be made for 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; and (iv) each payment of interest on Syndicated Loans of a Class Revolving Credit Loans, the Term Loan A and the Term Loan B by the Borrower shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassClass of Commitments, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments; (ii) each Syndicated Borrowing of a Class of Commitments shall be allocated 66 Revolving Credit Agreement pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments by the Borrower shall be made for account of the Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments by the Borrower shall be made for account of the Lenders of such Class of Commitments pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: , (ia) each borrowing of Syndicated Borrowing Loans of a particular Class from the Banks under Section 2.01 hereof shall be made from the Lenders Banks of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 2.04 hereof shall be applied to the respective Commitments of the Lenders Banks of such Class, pro rata according to the amounts of their respective Commitments of such ClassCommitments; (iib) each Syndicated Borrowing except as otherwise provided in Section 5.04 hereof, Eurocurrency Loans of a Class having the same Interest Period shall be allocated pro rata among the Lenders Banks of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Eurocurrency Loans) or their respective Eurocurrency Loans of having such Class that are to be included in such Borrowing Interest Period (in the case of conversions Conversions and continuations Continuation of Eurocurrency Loans); (iiic) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower Borrowers shall be made for account of the Lenders Banks of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivd) each payment of interest on Syndicated Loans of a such Class by the Borrower Borrowers shall be made for account of the Lenders Banks 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 LendersBanks and (e) each payment of fees under Section 2.05 hereof shall be made for account of the Banks entitled thereto, pro rata according to the amounts of their respective Commitments (or their respective Credit Exposure, as applicable).

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 2.07 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such the Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fee under Section 2.10 shall be made for account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassClass of Commitments, each payment of commitment fee under Section 2.11 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of the applicable Classrespective Class of Commitments, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments; (ii) each Syndicated Borrowing of a Class of Commitments shall be allocated pro rata among the Lenders of such Class of Commitment according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments by the Borrower shall be made for account of the Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments by the Borrower shall be made for account of the Lenders of such Class of Commitments pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of, or conversions of Loans in, a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a particular Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); , (ii) each payment of commitment fees under Section 2.11 in respect of Revolving Credit Commitments and each payment of Letter of Credit participation fees under Section 2.11 shall be made for account of the Revolving Credit Lenders, (iii) each payment of commitment fees under Section 2.11 in respect of Delayed Draw Term Loan Commitments shall be made for account of the Delayed Draw Term Loan Lenders (iv) each termination or reduction of the amount of the Commitments of a particular Class under Section 2.8 shall be applied to the respective Commitments of such Class of the relevant Lenders, pro rata according to the amounts of their respective Commitments of such Class, (v) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower shall be made for 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; , and (ivvi) each payment of interest on Syndicated Loans of a any Class by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such the Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class (including of a particular Series of Incremental Term Loans) shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.10 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class (including of a particular Series of Incremental Term Loans) under Section 2.08 2.07 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of any Class (including of a Class particular Series of Incremental Term Loans) shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a particular Class (including of a particular Series of Incremental Term Loans) by the Borrower shall be made for 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; and (iv) each payment of interest on Syndicated Loans of a particular Class (including of a particular Series of Incremental Term Loans) by the Borrower shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassClass of Commitments, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments, pro rata according to the amounts of 77 Revolving Credit Agreement their respective Commitments of such ClassClass of Commitments; (ii) each Syndicated Borrowing of a Class of Commitments shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments by the Borrower shall be made for account of the Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments by the Borrower shall be made for account of the Lenders of such Class of Commitments pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee fees under Section 2.11 shall be made for the account of the Lenders of the applicable Class, pro rata according to the average daily unutilized amounts of the respective 767537780 90 Commitments, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) [reserved]; (iv) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) subject to Section 2.03(c), each Syndicated Borrowing of a Class shall be made from the relevant Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 2.09 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their respective Commitments of such ClassCommitments; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the relevant Lenders of such Class to the Company according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower Company 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 made to the Company held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower Company 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 and (v) each payment of such Class facility fees under Section 2.12 shall be made for the account of the Lenders pro rata in accordance with the amounts of facility fees then due and payable to the respective Lenders; provided that if pro rata share is being determined with respect to a Class of Commitments or Loans, then the numerator and denominator shall be determined with respect to the Commitments and/or Loans of such Class only.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Syndicated Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Syndicated Lenders of such Class pro rata in accordance with the amounts of interest on such Syndicated Loans of such Class then due and payable to the respective Lenders.;

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.09 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.06 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans of a Class and Term Loans by the Borrower shall be made for 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; and (iv) each payment of interest on Syndicated Revolving Credit Loans of a Class and Term Loans by the Borrower shall be made for 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.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing Each payment by the Borrower of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account interest in respect of the Lenders Loans of the applicable Class, and each termination or reduction of the amount of the Commitments of a any Class under Section 2.08 shall be applied to the respective Commitments of the Lenders amounts of such Class, pro rata according obligations owing to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with according to the respective unpaid amounts then due and owing to the Lenders. (ii) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Syndicated Term Loans then held by the Term Lenders (except that (i) an optional prepayment pursuant to Section 2.13 need only be made pro rata according to the respective outstanding principal amounts of the Term Loans of such Class the applicable tranche being prepaid then held by them; the Term Lenders, (ii) any prepayment of Term Loans with the proceeds of Refinancing Debt shall be applied solely to each applicable tranche of the Indebtedness being refinanced and (iviii) for the avoidance of doubt, assignments to the Borrower pursuant to Section 10.02(g) shall not be subject to this Section). Amounts prepaid on account of the Term Loans may not be reborrrowed. (iii) each payment of interest on Syndicated Loans of a Class (including each prepayment) by the Borrower on account of principal of the Revolving Loans shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassClass of Commitments, each payment of commitment fee under Section 2.11 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of the applicable Classrespective Class of Commitments, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments; (ii) each Syndicated Borrowing of a Class of Commitments shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with 90 Revolving Credit Agreement the amounts of interest on such Loans of such Class of Commitments then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassLenders, each payment of commitment fee a Ticking Fee under Section 2.11 2.10 shall be made for account of the Lenders of the applicable ClassTranche A Lenders, and each termination or reduction of the amount of the Commitments of a any Class under Section 2.08 2.07 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such ClassCommitments; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated the Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such the Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (ia) each borrowing under Section 2.01 hereof of Syndicated Borrowing of a Class Loans shall be made from the Lenders of such ClassLenders, each payment of commitment fee under Section 2.11 shall be made for account 2.05(a) hereof of facility fee to the Lenders of the applicable ClassLenders, and each termination or reduction of the amount under Section 2.04(b) hereof of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their respective Commitments of such Class; Commitments; (iib) each Syndicated Borrowing of a Class except as otherwise provided in Section 5.04 hereof, Eurocurrency Loans having the same Interest Period shall be allocated pro rata among the Lenders of such Class pro rata according to the amounts of their respective Commitments of such Class Commitments; (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iiic) each payment or prepayment of principal of Syndicated Loans Loans, and each payment under Section 2.05 hereof of a Class by utilization fee to the Borrower Lenders, shall be made by a Borrower (allocated between the Borrowers in accordance with the last sentence of Section 2.05(b) hereof) for account of the Lenders of such Class pro rata in accordance with according to the respective unpaid principal amounts of the Syndicated Loans of owing by such Class Borrower held by themsuch Lenders; and and (ivd) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made by a Borrower for account of the Lenders of such Class pro rata in accordance with according to the amounts of interest on such Loans of such Class then due and payable by such Borrower to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassClass of 90 Commitments, each payment of commitment fee under Section 2.11 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of the applicable Classrespective Class of Commitments, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments; (ii) each Syndicated Borrowing of a Class of Commitments shall be allocated pro rata among the Lenders of such Class of Commitment according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a any Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 2.10 shall be made for account of the Lenders of the applicable ClassRevolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments of a Class under Section 2.08 2.07 shall be applied to the respective Revolving Credit Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their respective Commitments of such ClassRevolving Credit Commitments; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower Company shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a any Class by the Borrower Company shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Syndicated Borrowing borrowing of a Loans of either Class from the Lenders under Section 2.01 hereof shall be made from the Lenders holding Commitments of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Revolving Credit Commitments of a Class under Section 2.08 2.03 hereof, shall be applied to the respective Commitments of such Class of the Lenders ratably in accordance with the amounts of their respective Commitments of such Class, (b) each payment of a commitment fee under Section 2.04 hereof in respect of Commitments of either Class shall be made for account of the Lenders pro rata according to the amounts of their respective Commitments of such Class; (iic) each Syndicated Borrowing the making, Conversion and Continuation of Loans of a particular Type of either Class (other than Conversions provided for by Section 5.04 hereof) shall be allocated made pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions Conversions and continuations Continuations of Loans)) and the then current Interest Period for each Loan of such Class and such Type shall be coterminous; (iiid) each payment or prepayment of principal of Syndicated Loans of a either Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ive) each payment of interest on Syndicated Loans of a either Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the 748405650 amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fees under Section 2.11 shall be made for the account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: herein (including in Section 2.10(a)(ii)): (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of facility fee and commitment fee under Section 2.11 2.12 in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.09 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Loans, Tranche I Term Loans, Tranche II Term Loans of a Class and Tranche III Term Loans by the Borrower shall be made for 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; and (iv) each payment of interest on Syndicated Revolving Loans, Tranche I Term Loans, Tranche II Term Loans of a Class and Tranche III Term Loans by the Borrower shall be made for 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.