Common use of Pro Rata Treatment Clause in Contracts

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made from the Lenders of such Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise 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 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 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on 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; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) other than with respect any Syndicated Borrowing requested pursuant to Section 2.20, each Syndicated Borrowing of a Class shall be made from the Lenders of such Class of Commitments and each Syndicated Borrowing of a Class requested pursuant to Section 2.20 shall be made from each Extending Lender, 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 or Final Maturity Date under Section 2.07, 2.09 or otherwise 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments or Final Maturity Date, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments or Final Maturity Date; (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 of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized 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 Commitments or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on Loans of a Class Final Maturity Date by the Borrower shall be made for account of the Lenders of such Class of Commitments or Final Maturity Date pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments or Final Maturity Date held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments or Final Maturity Date by the Borrower shall be made for account of the Lenders of such Class of Commitments or Final Maturity Date pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments or Final Maturity Date then due and payable to the respective Lenders; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.09 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 2.072.06, 2.09 Section 2.08 or otherwise 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 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 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), subject to Section 2.02(e); (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on 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 Loans of such Class held by them (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of Section 2.08(e)); and (iv) each payment of interest on Loans of a Class by the Borrower shall be made for account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided, however, provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.09 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 2.072.06, 2.09 Section 2.08 or otherwise 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 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 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), subject to Section 2.02(e); (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on 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 Loans of such Class held by them (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of Sections 2.08(e) and (f)); and (iv) each payment of interest on Loans of a Class by the Borrower shall be made for account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided, however, provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent otherwise expressly provided herein: , (ia) each Borrowing of a Class Tranche A Revolving Loans, Tranche B Revolving Loans and participations in Swing Line Loans and L/C Obligations shall be made from by the Tranche A Lenders of such Classor the Tranche B Lenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise shall be applied to the respective Commitments of the Lenders of such Classas applicable, pro rata according to the amounts of their respective Commitments Revolving Commitment Percentages. (b) Each reduction of such Class; (ii) the Tranche A Revolving Committed Amount or the Tranche B Revolving Committed Amount and each Borrowing payment of a Class Tranche A Revolving Loans, Tranche B Revolving Loans, participations in Swing Line Loans and L/C Obligations, interest on Tranche A Revolving Loans, interest on Tranche B Revolving Loans and Facility Fees shall be allocated applied pro rata among the Tranche A Lenders of such Class and/or the Tranche B Lenders, as applicable, according to the amounts of their respective Commitments Revolving Commitment Percentages. (c) Each payment by the Borrower of such Class (in the case principal of Bid Loans made as part of the making of Loans) or their respective Loans of such Class that are to be included in such same Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fees under Section 2.10 shall be made and applied for the account of the Tranche A Lenders holding such Bid Loans pro rata according to the average daily unutilized amounts respective unpaid principal amount of their respective Commitments; (iv) such Bid Loans owed to such Tranche A Lenders and each payment or prepayment of principal of Loans of a Class by the Borrower of interest on Bid Loans shall be made and applied for the account of the Tranche A Lenders or holding such Class Bid Loans pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on 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 according to the respective accrued but unpaid interest on the Bid Loans owed to such Tranche A Lenders; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. (a) As provided elsewhere herein, all Revolving Credit Lenders’ interests in the Revolving Credit Loans, all interests of the Term Lenders in the Term Loans, and all Lenders’ interests in the Loan Documents shall be ratable undivided interests and none of such Lenders’ interests shall have priority over the others. Each payment delivered to the Agent for the account of any Lender or amount to be applied or paid by the Agent to any Lender shall be paid promptly by the Agent to such Lender in the same type of funds that the Agent received at such Lender’s address specified pursuant to §19. (b) Except to the extent otherwise explicitly provided hereinin this Agreement: (ia) each Borrowing of a Class borrowing from the Revolving Credit Lenders under this Agreement shall be made from the Lenders Revolving Credit Lenders, each payment of such Classthe fees under §4.3 or §2.13(b) shall be made for the account of the Revolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments of a Class under Section 2.07, 2.09 or otherwise §2.5 shall be applied to the respective Revolving Credit Commitments of the Lenders of such ClassRevolving Credit Lenders, pro rata according to the amounts of their respective Commitments Revolving Credit Commitment Percentages; (b) each payment or prepayment of principal of Revolving Credit Loans shall be made for the account of the Revolving Credit Lenders pro rata in accordance with their respective Revolving Credit Commitment Percentages, provided that, subject to §14.16, if immediately prior to giving effect to any such payment in respect of any Revolving Credit Loans the outstanding principal amount of the Revolving Credit Loans shall not be held by the Revolving Credit Lenders pro rata in accordance with their respective Revolving Credit Percentages in effect at the time such Revolving Credit Loans were made, then such payment shall be applied to the Revolving Credit Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Revolving Credit Loans being held by the Revolving Credit Lenders pro rata in accordance with such respective Revolving Credit Commitment Percentages; (c) the Revolving Credit Lenders’ participation in, and payment obligations in respect of, Swing Loans under §2.2, shall be in accordance with their respective Revolving Credit Commitment Percentages; (d) the Revolving Credit Lenders’ participation in, and payment obligations in respect of, Letters of Credit under §2.11, shall be in accordance with their respective Revolving Credit Commitment Percentages; and (e) the making of any Term Loans under §2.12 shall be made from the applicable Term Lenders, pro rata according to the amounts of their respective commitments for such Term Loans; (f) each payment of such Class; (ii) each Borrowing Class or prepayment of a principal of Term Loans of any Class shall be allocated made for the account of the Term Lenders pro rata in accordance with the respective unpaid principal amounts of the Term Loans of such Class held by them; and (g) the conversion and continuation of Loans of a particular Class and Type shall be 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 Loans) or their respective Loans of such Class that are to be included in Class, and the then current Interest Period for each Lender’s portion of each such Borrowing (in the case Loan of conversions and continuations of Loans); (iii) each payment of commitment fees under Section 2.10 such Type shall be made coterminous. All payments of principal, interest, fees and other amounts in respect of the Swing Loans shall be for the account of the Lenders pro rata according Swing Loan Lender only (except to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of extent any Revolving Credit Lender shall have acquired and funded a Class by the Borrower participating interest in any such Swing Loan pursuant to §2.2(e), in which case such payments shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on 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; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencyparticipating interests).

Pro Rata Treatment. (a) Except to in the extent otherwise provided herein: (i) each Borrowing case of a Swingline Loans, all fundings, continuations and conversions of Loans of any Class shall be made from by the Lenders of such Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to on the amounts basis of their respective Commitments of such Class; (ii) each Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments provide Loans of such Class (in the case of the making initial funding of Loans) or their respective Loans of such Class that are pursuant to be included in Section 2.2) or on the basis of their respective outstanding Loans of such Borrowing Class (in the case of continuations and conversions of Loans of such Class pursuant to Section 2.11, and continuations additionally in all cases in the event the Commitments have expired or have been terminated), as the case may be from time to time. All payments on account of principal of or interest on any Loans); (iii) each payment of commitment , fees under Section 2.10 shall be made or any other Obligations owing to or for the account of any one or more Lenders shall be apportioned ratably among such Lenders in proportion to the Lenders pro rata amounts of such principal, interest, fees or other Obligations owed to them respectively. (b) Each Lender agrees that if it shall receive any amount hereunder (whether by voluntary payment, realization upon security, exercise of the right of setoff or banker's lien, counterclaim or cross action, or otherwise, other than pursuant to Section 10.7) applicable to the payment of any of the Obligations that exceeds its ratable share (according to the average daily unutilized amounts proportion of their respective Commitments; (ivi) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans amount of such Class held by them; and (v) each payment of interest on 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 Obligations due and payable to such Lender at such time to (ii) the respective Lendersaggregate amount of such Obligations due and payable to all Lenders at such time) of payments on account of such Obligations then or therewith obtained by all the Lenders to which such payments are required to have been made, such Lender shall forthwith purchase from the other Lenders such participations in such Obligations as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided, however, thatthat if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, notwithstanding anything such purchase from each such other Lender shall be rescinded and each such other Lender shall repay to the contrary contained herein, in purchasing Lender the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely purchase price to the extent of such recovery, together with an amount equal to such other Lender's ratable share (according to the proportion of (i) the amount of such other Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to the provisions of this subsection may, to the fullest extent permitted by law, exercise any and all rights of payment (including, without limitation, setoff, banker's lien or counterclaim) with respect to such participation as fully as if such participant were a direct creditor of the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result in the amount of such prepayment participation. If under any applicable bankruptcy, insolvency or similar law, any Lender receives a secured claim in lieu of a setoff to make which this subsection applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a Multicurrency Borrowing manner consistent with the rights of the Lenders entitled under this subsection to share in an Agreed Foreign Currencythe benefits of any recovery on such secured claim.

Pro Rata Treatment. Except for Swingline Loans and to the extent otherwise provided hereinherein each Lender agrees that: (i) each Borrowing of a Class borrowing from the Revolving Credit Lenders under Section 2.01(a) and each continuation and conversion under Section 2.02 shall be made from the Revolving Credit Lenders pro rata in accordance with their Revolving Credit Percentage Share, each payment of such Classfees under Section 2.05(a) and Section 2.05(b)(i) shall be made for account of the Revolving Credit Lenders pro rata in accordance with their Revolving Credit Percentage Share, and each termination or reduction of the amount of the Commitments of a Class Aggregate Maximum Revolving Credit Amounts under Section 2.07, 2.09 or otherwise 2.04(b) shall be applied to the respective Commitments Revolving Credit Commitment of the Lenders of such Classeach Revolving Credit Lender, pro rata according to the amounts of their its respective Commitments of such ClassRevolving Credit Commitment; (ii) the Term Loans made under Section 2.01(b) and each Borrowing of a Class continuation and conversion thereof under Section 2.02 shall be allocated made from the Term Lenders pro rata among by each Term Lender in accordance with the Lenders of amount that such Class according Term Lender’s Term Loan bears to the amounts amount of their respective Commitments of such Class (in the case of the making of all Term 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Revolving Credit Loans of a Class by the Borrower Borrowers shall be made for account of the Revolving Credit Lenders or such Class pro rata in accordance with the respective unpaid principal amounts amount of the Revolving Credit Loans of such Class held by themthe Revolving Credit Lenders; and (iv) each payment of principal of Term Loans by the Borrowers shall be made for account of the Term Lenders pro rata in accordance with the respective unpaid principal amount of the Term Loans held by the Term Lenders; (v) each payment of interest on Revolving Credit Loans of a Class by the Borrower Borrowers shall be made for account of the Revolving Credit 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 Revolving Credit Lenders; provided, however, that, notwithstanding anything (vi) each payment of interest on Term Loans by the Borrowers shall be made for account of the Term Lenders pro rata in accordance with the amounts of interest due and payable to the contrary contained hereinrespective Term Lenders; and (vii) each reimbursement by the Borrowers of disbursements under Letters of Credit shall be made for account of the Issuing Bank or, if funded by the Revolving Credit Lenders, pro rata for the account of the Revolving Credit Lenders, in accordance with the event that the Borrower wishes amounts of reimbursement obligations due and payable to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencyeach respective Revolving Credit Lender.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.07 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 2.072.08, Section 2.09 or otherwise 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 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 LoansAdvances) or their respective Loans Advances of such Class that are to be included in such Borrowing (in the case of conversions and continuations of LoansAdvances), in accordance with the provisions of Section 2.02(h); (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans Advances of a Class by the Borrower shall be made for account of the Lenders or of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans Advances of such Class held by themthem (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of Sections 2.10 and 2.11); and (viv) each payment of interest on Loans Advances 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 Advances of such Class then due and payable to the respective Lenders; provided, however, however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and at a time when there are Advances in Dollars outstanding under the Multicurrency Commitments are fully utilizedCommitments, the Borrower may make a Borrowing under the Dollar Revolver Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans Advances (without making a ratable prepayment to the Dollar LoansRevolver Advances) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent otherwise provided herein: , (i) each Borrowing of a Class shall be made from the relevant Lenders, each payment of Commitment Fees under Section 2.09 shall be made for account of the relevant Lenders of such Class, and each termination or reduction of the amount of the Revolving Commitments of a Class under Section 2.07, 2.09 or otherwise 2.06 shall be applied to the respective Revolving Commitments of the Lenders of such Classrelevant Lenders, pro rata according to their respective Term Percentages, US Revolving Percentages or Multicurrency Revolving Percentages or their respective shares of any Incremental Facility, as the case may be; (ii) (A) each Term Borrowing shall be allocated pro rata among the Term Lenders according to the amounts of their respective Commitments Term Percentages or their respective shares of such Class; any Incremental Facility or their respective Term Loans under the applicable Facility (iiin the case of continuations of Term Loans) and (B) each Revolving Borrowing of a Class shall be allocated pro rata among the Revolving Lenders of such Class according to the amounts of their respective Commitments of such Class US Revolving Percentages or Multicurrency Revolving Percentages (in the case of the making of Revolving Loans) ), or their respective Revolving Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Revolving Loans)) as applicable; (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (ivA) each payment or prepayment of principal of Term Loans of a Class by the Borrower shall be made for account of the Term Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Term Loans of such Class held by themthem under the applicable Facility; provided that any prepayment of the Term Loans under Section 2.08(a), (b) or (c) shall be applied on a pro rata basis to all Term Loans currently outstanding and (vB) each payment or prepayment of interest on principal of Revolving Loans of a Class by the Borrower shall be made for account of the applicable Revolving Lenders pro rata in accordance with the respective unpaid principal amounts of such Class the Revolving Loans held by them and (iv) (A) each payment of interest on Term Loans by the Company shall be made for account of the Term Lenders pro rata in accordance with the amounts of interest on such the Term Loans of such Class under the applicable Facility then due and payable to such Term Lenders and (B) each payment of interest on Revolving Loans shall be made for account of the respective applicable Revolving Lenders pro rata in accordance with the amounts of interest on the Revolving Loans then due and payable to such Revolving Lenders; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.10 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 2.07, Section 2.09 or otherwise 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 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 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on 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 Loans of such Class held by them (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of the last paragraph of Section 2.09(d) and Sections 2.09(e) and (f)); and (iv) each payment of interest on Loans of a Class by the Borrower shall be made for account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided, however, provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to All Loans under, and all payments and other amounts received in connection with, this Agreement (including, without limitation, amounts received as a result of the extent otherwise provided herein: (i) each Borrowing exercise by any Lender of a Class any right of set-off), shall be made from effectively shared by the Lenders of such Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise 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 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 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata ratably in accordance with the respective unpaid principal amounts Pro Rata Percentages of the Loans Lenders. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of such Class held by them; and (vany right of set-off, or otherwise) each payment of interest on Loans of a Class by the Borrower shall be made for account of the principal of, or interest on, or fees in respect of, any amount due to such Lender under this Agreement (other than pursuant to Section 2.3(b), 2.5(a), 10.20, 10.21 or 10.22, the normal and customary processing fees charged by an Issuer in connection with the Issuance of or drawings under a Letter, or with respect to Bank Products Obligations as provided by Section 10.14) in excess of its Pro Rata Percentage of payments on account of similar amounts due to all the Lenders, such Lender shall purchase from the other Lenders such participation in such amounts due to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided however, that if all or any portion of such Class pro rata in accordance with the amounts of interest on excess payment is thereafter recovered from such Loans of purchasing Lender, such Class then due purchase from each Lender shall be rescinded and payable such Lender shall repay to the respective Lenders; provided, however, that, notwithstanding anything to purchasing Lender the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely purchase price to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment recovery together with an amount equal to make such Lender’s ratable share (according to the proportion of (a) the amount of such Lender’s required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Disproportionate payments of interest shall be shared by the purchase of separate participation in unpaid interest obligations, disproportionate payments of fees shall be shared by the purchase of separate participation in unpaid fee obligations, and disproportionate payments of principal shall be shared by the purchase of separate participation in unpaid principal obligations. Borrower agrees that any Lender so purchasing a Multicurrency Borrowing participation from another Lender pursuant to this Section 10.28 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. Notwithstanding the foregoing, a Lender may receive and retain an Agreed Foreign Currencyamount in excess of its Pro Rata Percentage to the extent, but only to the extent, that such excess results from such Lender’s Highest Lawful Rate exceeding another Lender’s Highest Lawful Rate.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) other than with respect to any Syndicated Borrowing requested pursuant to Section 2.22, each Syndicated Borrowing of a Class shall be made from the Lenders of such Class of Commitments and each Syndicated Borrowing of a Class requested pursuant to Section 2.22 shall be made from each Extending Lender and each Non-Extending Lender for which the Non-Extended Commitment Termination Date shall not have occurred, 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 or Final Maturity Date under Section 2.07, 2.09 or otherwise 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments or Final Maturity Date, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments or Final Maturity Date; (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 of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized 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 Commitments or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on Loans of a Class Final Maturity Date by the Borrower shall be made for account of the Lenders of such Class of Commitments or Final Maturity Date pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments or Final Maturity Date held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments or Final Maturity Date by the Borrower shall be made for account of the Lenders of such Class of Commitments or Final Maturity Date pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments or Final Maturity Date then due and payable to the respective Lenders; provided. For the avoidance of doubt, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) no payments shall be allocated solely to Non-Extending Lenders following the extent that occurrence and during the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as continuance of a result Default or Event of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign CurrencyDefault.

Pro Rata Treatment. Except Each repayment of principal and interest on the Revolving Loan Component and Term Loan Component shall be allocated among Lenders in accordance with their respective Pro Rata Payment Percentage. Each Lender agrees that in computing such Lender's portion of any Advance to be made hereunder, Agent may, in its discretion, round each Lender's such Advance to the extent otherwise provided herein: (i) each Borrowing next higher or lower whole dollar amount. If any Lender shall, through the exercise of a Class right of banker's lien, set-off, counterclaim or otherwise, obtain payment with respect to its Loans which results in its receiving more than its Pro Rata Payment Percentage of any payments described above, then (A) such Lender shall be deemed to have simultaneously purchased from each of the other Lenders a share in such other Lender's Loans so that the amount of the Loans of all Lenders shall be pro rata as otherwise set forth above, (B) such Lender shall immediately pay to the other Lenders their Pro Rata Payment Percentage of the payments otherwise received as consideration for such purchase and (C) such other adjustments shall be made from the Lenders of such Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise time to time as shall be applied equitable to insure that all Lenders share such payments ratably. If all or any portion of any such excess payment is thereafter recovered from Lender which received the respective Commitments of same, the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Borrowing of a Class purchase provided in this Section 2.8 shall be allocated pro rata among the Lenders of such Class according deemed to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on 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; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely have been rescinded to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment recovery, without interest. Borrower expressly consents to make the foregoing arrangements and agrees that each Lender so purchasing a Multicurrency Borrowing in an Agreed Foreign Currencyportion of another Lender's loans may exercise all rights of payment (including all rights of set-off, banker's lien or counterclaim) with respect to such portion as fully as if such Lender were the direct holder of such portion.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.10 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 2.07, Section 2.09 or otherwise 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 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 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), subject to Section 2.03(e); (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on 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 Loans of such Class held by them (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of Sections 2.09(e) and (f)); and (iv) each payment of interest on Loans of a Class by the Borrower shall be made for account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided, however, provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing The portion of a Class any Type of Loan or Advance made shall be made from allocated by the Credit Facility Agent among the applicable Lenders such that, following each Loan or Advance, the ratio of such Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Lender’s outstanding Commitments of such Class; Type to the outstanding Aggregate Commitment of such Type is equal to each Lender’s respective Commitment Percentage of such Type. (iib) Except as otherwise provided in Section 5.01 (Illegality), each Borrowing reduction of a Class Commitments of any Type, pursuant to Section 2.07 (Termination or Reduction of Commitments) or otherwise, shall be allocated by the Credit Facility Agent pro rata among the applicable Lenders of such Class according in accordance with, and subject to the amounts exceptions in, Section 2.07 (Termination or Reduction of their respective Commitments Commitments) and Section 3.8 (Reductions and Cancellations of such Class (in the case Facility Debt Commitments) of the making Common Terms Agreement. Each reduction in Issuing Bank Limits shall be allocated by the Credit Facility Agent pro rata among the Issuing Banks. (c) Except as otherwise required under Section 3.7 (Pro Rata Payment) of Loansthe Common Terms Agreement and Section 4.11 (Voluntary Prepayment), Section 4.12 (Mandatory Prepayment) or their respective Loans of such Class that are to be included in such Borrowing Article V (in the case of conversions SOFR and continuations of LoansTax Provisions); , (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (ivi) each payment or prepayment of principal of a Type of Loans of a Class shall be allocated by the Borrower shall be made for account of the Lenders or such Class Credit Facility Agent pro rata among the applicable Lenders in accordance with the respective unpaid principal amounts of the their outstanding Loans of such Class held by them; and Type (vother than Defaulting Lenders) without regard to whether such Term Loans or Term Loan Commitments are with respect to any Initial Term Loan Commitments or Incremental Term Loan Commitments, (ii) each payment of interest on a Type of Loans of a Class shall be allocated by the Borrower shall be made for account of the Lenders of such Class Credit Facility Agent pro rata among the applicable Lenders in accordance with the respective interest amounts of interest outstanding on such their Loans of such Class then due Type (other than Defaulting Lenders) and payable to (iii) each payment of the Commitment Fees shall be allocated by the Credit Facility Agent pro rata among the applicable Lenders in accordance with their respective Lenders; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Term Loan Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar or Working Capital Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available other than Defaulting Lenders), as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencyapplicable.

Pro Rata Treatment. Except to All Loans under, and all payments and other amounts received in connection with, this Agreement (including, without limitation, amounts received as a result of the extent otherwise provided herein: (i) each Borrowing exercise by any Lender of a Class any right of set-off), shall be made from effectively shared by the Lenders of such Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise 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 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 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata ratably in accordance with the respective unpaid principal amounts Pro Rata Percentages of the Loans Lenders. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of such Class held by them; and (vany right of set-off, or otherwise) each payment of interest on Loans of a Class by the Borrower shall be made for account of the principal of, or interest on, or fees in respect of, any Note held by it (other than pursuant to Section 2.3(b), 2.5(a), 10.20, 10.21 or 10.22 or the normal and customary processing fees charged by an Issuer in connection with the issuance of or drawings under a Letter) in excess of its Pro Rata Percentage of payments on account of similar Notes obtained by all the Lenders, such Lender shall purchase from the other Lenders such participation in the Notes or Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided however, that if all or any portion of such Class pro rata in accordance with the amounts of interest on excess payment is thereafter recovered from such Loans of purchasing Lender, such Class then due purchase from each Lender shall be rescinded and payable such Lender shall repay to the respective Lenders; provided, however, that, notwithstanding anything to purchasing Lender the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely purchase price to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment recovery together with an amount equal to make such Lender’s ratable share (according to the proportion of (a) the amount of such Lender’s required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Disproportionate payments of interest shall be shared by the purchase of separate participation in unpaid interest obligations, disproportionate payments of fees shall be shared by the purchase of separate participation in unpaid fee obligations, and disproportionate payments of principal shall be shared by the purchase of separate participation in unpaid principal obligations. Borrower agrees that any Lender so purchasing a Multicurrency Borrowing participation from another Lender pursuant to this Section 10.28 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. Notwithstanding the foregoing, a Lender may receive and retain an Agreed Foreign Currencyamount in excess of its Pro Rata Percentage to the extent, but only to the extent, that such excess results from such Lender’s Highest Lawful Rate exceeding another Lender’s Highest Lawful Rate.

Pro Rata Treatment. Except as provided in the two succeeding sentences with respect to Competitive Borrowings and as required under Section 2.16 or 2.23, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the extent otherwise provided herein: (i) Loans, each Borrowing payment of a Class shall be made from the Lenders of such ClassFacility Fees, and each termination or reduction of the amount Commitments and each continuation or conversion of the Commitments of any Borrowing to a Class under Section 2.07, 2.09 or otherwise 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 Borrowing of a Class any Type shall be allocated pro rata among the Lenders in accordance with their respective Revolving Percentages; provided that the Borrower shall not be obligated to pay any portion of the Facility Fees in respect of such Class according Lender’s undrawn commitment with respect to any period during which such Lender became a Defaulting Lender, unless such Lender remains a Performing Lender during such period. Each payment of principal of any Competitive Borrowing shall be allocated pro rata among the Lenders participating in such Borrowing in accordance with the respective principal amounts of their respective Commitments outstanding Competitive Loans comprising such Borrowing. Each payment of such Class (in interest on any Competitive Borrowing shall be allocated pro rata among the case of the making of Loans) or their respective Loans of such Class that are to be included Lenders participating in such Borrowing (in accordance with the case respective amounts of conversions accrued and continuations unpaid interest on their outstanding Competitive Loans comprising such Borrowing. For purposes of Loans); (iii) each payment of commitment fees under Section 2.10 shall be made for determining the account available Commitments of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) at any time, each payment or prepayment of principal of Loans of a Class by the Borrower outstanding Competitive Borrowing shall be made for account deemed to have utilized the Commitments of the Lenders or (including those Lenders that shall not have made Loans as part of such Class Competitive Borrowing) pro rata in accordance with such respective Commitments. If at any time insufficient funds are received by and available to the respective unpaid principal Administrative Agent to pay fully all amounts of principal, unreimbursed payments made by the Loans Issuing Banks pursuant to Letters of Credit, interest and fees then due hereunder, such Class held by them; and funds shall be applied (vi) each first, towards payment of interest on Loans of a Class by and fees then due hereunder, ratably among the Borrower shall be made for account of the Lenders of such Class pro rata parties entitled thereto in accordance with the amounts of interest on such Loans of such Class and fees then due to such parties, and payable (ii) second, towards payment of principal and unreimbursed payments made by the Issuing Banks pursuant to Letters of Credit then due hereunder, ratably among the respective Lenders; providedparties entitled thereto in accordance with the amounts of principal and unreimbursed payments made by the Issuing Banks pursuant to Letters of Credit then due to such parties. Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, however, that, notwithstanding anything to the contrary contained hereinAdministrative Agent may, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilizedits discretion, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds round each Lender’s percentage of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the next higher or lower whole Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencyamount.

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: (i) each Borrowing for Swingline Loans, all funding of a Class Borrowings, continuations and conversions of Loans shall be made from by the Lenders of such Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to on the amounts basis of their respective relative Revolving Credit Commitments of such Class; (ii) each 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 initial funding of Revolving Credit Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of continuations and conversions and continuations of Revolving Credit Loans); , as applicable from time to time. (iiib) each Each Lender agrees that if it shall receive any amount hereunder (whether by voluntary payment, realization upon security, exercise of the right of setoff or banker's lien, counterclaim or cross action, or otherwise, applicable to the payment of commitment fees under Section 2.10 shall be made for the account any of the Lenders pro rata Credit Obligations that exceeds its ratable share (according to the average daily unutilized amounts proportion of their respective Commitments; (ivi) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans amount of such Class held by them; and (v) each payment of interest on 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 Credit Obligations due and payable to such Lender at such time to (ii) the respective Lendersaggregate amount of such Credit Obligations due and payable to all Lenders at such time) of payments on account of such Credit Obligations then or therewith obtained by all the Lenders to which such payments are required to have been made, such Lender shall forthwith purchase from the other Lenders such participations in such Credit Obligations as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided, however, thatthat if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, notwithstanding anything such purchase from each such other Lender shall be rescinded and each such other Lender shall repay to the contrary contained herein, in purchasing Lender the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely purchase price to the extent of such recovery, together with an amount equal to such other Lender's ratable share (according to the proportion of (i) the amount of such other Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to the provisions of this subsection may, to the fullest extent permitted by law, exercise any and all rights of payment (including, without limitation, setoff, banker's lien or counterclaim) with respect to such participation as fully as if such participant were a direct creditor of the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result in the amount of such prepayment participation. If under any applicable bankruptcy, insolvency or similar law, any Lender receives a secured claim in lieu of a setoff to make which this subsection applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a Multicurrency Borrowing manner consistent with the rights of the Lenders entitled under this subsection to share in an Agreed Foreign Currencythe benefits of any recovery on such secured claim.

Pro Rata Treatment. Except The parties agree that each Syndicated Borrowing, each payment or prepayment of principal of any Syndicated Borrowing, each payment of interest on the Syndicated Loans, each payment of the Facility Fees with respect to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made from the Lenders of such ClassLender's Commitment, and each termination or reduction of the amount Commitments and each refinancing of the Commitments of any Borrowing with a Class under Section 2.07, 2.09 or otherwise 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 any Type, shall be allocated pro rata among the Lenders of in accordance with their respective Commitments (or, if such Class according to Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their respective Commitments outstanding Syndicated Loans) after giving effect to any payment or prepayment or termination or assignment of such Class (a Lender's Commitment pursuant to this Agreement; provided that, in the case event of any reallocation of Commitment percentages due to a non-ratable increase pursuant to Section 2.14, payments of any Syndicated Borrowings shall be allocated among the making of Loans) or their respective Loans of such Class that are to be included Lenders participating in such Borrowing (in accordance with the case respective principal amounts of conversions and continuations of Loans); (iii) each their outstanding Loans comprising such Syndicated Borrowing. Each payment of commitment fees under Section 2.10 principal of any Competitive Bid Borrowing shall be allocated pro rata among the Lenders participating in such Borrowing in accordance with the respective principal amounts of their outstanding Competitive Bid Loans comprising such Borrowing. Each payment of interest on any Competitive Bid Borrowing shall be allocated pro rata among the Lenders participating in such Borrowing in accordance with the respective amounts of accrued and unpaid interest on their outstanding Competitive Bid Loans comprising such Borrowing. Each payment of principal and interest on any Negotiated Bid Loan shall be made for solely to the account Lender making such Loan on the terms and conditions as shall be agreed to by the Borrower and such Lender. For purposes of determining the available Commitments of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) at any time, each payment outstanding Competitive Bid Borrowing or prepayment of principal of Loans of a Class by the Borrower Negotiated Bid Loan shall be made for account deemed to have utilized the Commitments of the Lenders (including those Lenders which shall not have made Loans as part of such Competitive Bid Borrowing or such Class Negotiated Bid Loan) pro rata in accordance with the such respective unpaid principal amounts Commitments. Each Lender agrees that in computing such Lender's portion of the Loans of such Class held by them; and (v) each payment of interest on Loans of a Class by the Borrower shall any Borrowing to be made for account of hereunder, 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, however, that, notwithstanding anything to the contrary contained hereinAdministrative Agent may, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilizedits discretion, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds round each Lender's percentage of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencynext higher or lower whole dollar amount.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.09 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 2.072.06, 2.09 Section 2.08 or otherwise 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 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 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), subject to Section 2.02(e); (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on 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 Loans of such Class held by them (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of Section 2.08(e)); and (iv) each payment of interest on Loans of a Class by the Borrower shall be made for account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided, however, provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class borrowing from Lenders under Section 2.1. shall be made from the Lenders Lenders, each payment of such Classthe fees under Sections 3.6.(a) and (b) and the first sentence of Section 3.6.(d) shall be made for the account of the Lenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 2.12. or otherwise pursuant to this Agreement 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 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 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 commitment fees under Section 2.10 principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them, provided that if immediately prior to giving effect to any such payment in respect of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made, then such payment shall be applied to the Revolving Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Revolving Loans being held by the Lenders pro rata in accordance with their respective Commitments; and (vc) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided, however, that, notwithstanding anything (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 5.1.) shall be made pro rata among the Lenders according to the contrary contained herein, in amounts of their respective Revolving Loans and the event that then current Interest Period for each Lender’s portion of each Revolving Loan of such Type shall be coterminous; (e) each prepayment of principal of Bid Rate Loans by the Borrower wishes pursuant to make a Multicurrency Borrowing Section 2.8.(b)(iii) shall be made for account of the Lenders then owed Bid Rate Loans pro rata in an Agreed Foreign Currency accordance with the respective unpaid principal amounts of the Bid Rate Loans then owing to each such Lender; (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.4., shall be in accordance with their respective Commitment Percentages; and (g) the Multicurrency Commitments are fully utilizedLenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.3., shall be pro rata in accordance with their respective Commitments. All payments of principal, interest, fees and other amounts in respect of the Borrower may make a Borrowing under Swingline Loans shall be for the Dollar Commitments account of the Swingline Lender only (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely except to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as Lender shall have acquired a result of participating interest in any such prepayment Swingline Loan pursuant to make a Multicurrency Borrowing in an Agreed Foreign CurrencySection 2.4.).

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fees, ACR Relief Fees and Borrowing Base Flex Fees under Section 2.09 shall be made for the account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.072.06, 2.09 Section 2.08 or otherwise 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 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 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), subject to Section 2.02(e); (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for the account of the Lenders or of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by themthem (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of Section 2.08(e)); and (viv) each payment of interest on 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; provided, however, provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to All Loans under, and all payments and other amounts received in connection with, this Agreement (including, without limitation, amounts received as a result of the extent otherwise provided herein: (i) each Borrowing exercise by any Lender of a Class any right of set-off), shall be made from effectively shared by the Lenders of such Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise 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 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 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata ratably in accordance with the respective unpaid principal amounts Pro Rata Percentages of the Loans Lenders. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of such Class held by them; and (vany right of set-off, or otherwise) each payment of interest on Loans of a Class by the Borrower shall be made for account of the principal of, or interest on, or fees in respect of, any amount due to such Lender under this Agreement (other than pursuant to Section 2.3(b), 2.5(a), 10.20, 10.21 or 10.22 or the normal and customary processing fees charged by an Issuer in connection with the Issuance of or drawings under a Letter) in excess of its Pro Rata Percentage of payments on account of similar amounts due to all the Lenders, such Lender shall purchase from the other Lenders such participation in such amounts due to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided however, that if all or any portion of such Class pro rata in accordance with the amounts of interest on excess payment is thereafter recovered from such Loans of purchasing Lender, such Class then due purchase from each Lender shall be rescinded and payable such Lender shall repay to the respective Lenders; provided, however, that, notwithstanding anything to purchasing Lender the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely purchase price to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment recovery together with an amount equal to make such Lender’s ratable share (according to the proportion of (a) the amount of such Lender’s required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Disproportionate payments of interest shall be shared by the purchase of separate participation in unpaid interest obligations, disproportionate payments of fees shall be shared by the purchase of separate participation in unpaid fee obligations, and disproportionate payments of principal shall be shared by the purchase of separate participation in unpaid principal obligations. Borrower agrees that any Lender so purchasing a Multicurrency Borrowing participation from another Lender pursuant to this Section 10.28 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. Notwithstanding the foregoing, a Lender may receive and retain an Agreed Foreign Currencyamount in excess of its Pro Rata Percentage to the extent, but only to the extent, that such excess results from such Lender’s Highest Lawful Rate exceeding another Lender’s Highest Lawful Rate.

Pro Rata Treatment. Except with respect to Bid Rate Loans made by any Lender, as set forth in Sections 2.03(a)(ii) or Section 5.07(b) or to the extent otherwise provided herein: (a) (i) each Borrowing of a Class borrowing from the Lenders under Section 2.01 shall be made from the Lenders of in such Classamounts as may be necessary so that, and each termination or reduction of after giving effect to such borrowing, the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise outstanding Conventional Loans shall be applied to the respective Commitments of have been made pro rata by the Lenders of such Class, pro rata according to the amounts of based on their respective Commitments of such Class; Commitment Percentages as then in effect, (ii) each 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 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 Facility Fee or other fees under Section 2.10 Sections 2.04(a) and (b) shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective CommitmentsCommitment Percentages, and (iii) each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the Commitments of the Lenders pro rata according to their respective Global Commitment Percentages (or, if there is a contemporaneous and corresponding termination or reduction of the amount of the Canadian Subcommitments, such amounts as may be necessary so that, after giving effect to such reduction, the Global Commitment Percentages shall have been reduced pro rata); (ivb) each payment or prepayment of principal of Conventional Loans of a Class by the Borrower Company shall be made for the account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts amount of the Conventional Loans of such Class held by themthe Lenders; and (vc) each payment of interest on Conventional Loans of a Class by the Borrower Company 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 on such Conventional Loans to the respective Lenders; provided, however, that, notwithstanding anything and (d) each reimbursement by the Company of disbursements under Letters of Credit shall be made for the account of the Lenders pro rata in accordance with the amounts of reimbursement obligations due and payable on such Letters of Credit to the contrary contained hereinrespective Lenders. If, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency on any day on which payments on account of one or more Bid Rate Loans are due, payments on account of Conventional Loans or on account of other items otherwise under this Agreement are also due and the Multicurrency Commitments are fully utilizedAdministrative Agent has received insufficient funds to pay all amounts due and owing on such date, then the Borrower may make a Borrowing under Administrative Agent shall distribute all funds so received first pro rata among the Dollar Commitments (if otherwise permitted hereunder) Lenders in accordance with the unpaid amounts due on such day, and may use thereafter to the proceeds payment of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Bid Rate Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency, pro rata.

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: herein (iincluding without limitation, as specified in Sections 2.2(f), 2.10(b) and 2.12(c) hereof): (a) each Borrowing borrowing from the Lenders under Section 2.1 hereof shall be made, each payment of a Class Commitment Fees shall be made from and applied for the Lenders account of such Classthe Lenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise shall be applied to the respective Revolving Credit Commitments of the Lenders of such Classunder Section 2.4 hereof shall be applied, pro rata pro-rata, according to the amounts of their respective Commitments of such Classeach Lender’s Revolving Credit Commitment Percentage; (ii) each 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 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 by the Borrower of commitment fees under Section 2.10 principal of or interest on Loans (other than Swingline Loans) shall be made to the Agent for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro pro-rata in accordance with the respective unpaid principal amounts of such Loans held by the Lenders, and amounts payable with respect to Swingline Loans shall be paid only to the Swingline Lender; (c) the Lenders (other than the Agent) shall purchase from the Agent participations in the Letters of Credit to the extent of their respective Revolving Credit Commitment Percentages upon issuance by the Agent of each Letter of Credit as otherwise provided for herein, and (d) the Lenders (other than the Swingline Lender) shall purchase from the Swingline Lender participations in the Swingline Loans to the extent of their respective Revolving Credit Commitment Percentages upon request by the Swingline Lender as otherwise provided for herein. (b) Except for any settlement delay provided or specified in Section 2.2(f), unless the Agent shall have been notified in writing by any Lender prior to the date of a proposed Loan (other than a Swingline Loan) that such Lender will not make the amount that would constitute such Lender’s Revolving Credit Commitment Percentage of such Class held Loan on such date available to the Agent at the Principal Office, the Agent may assume that such Lender has made such amount available to the Agent on such date, and the Agent may, in reliance upon such assumption and subject to the terms and conditions of this Agreement, make such amount available to the Borrower by them; depositing the same, in immediately available funds, in a general deposit account designated and (v) each payment of interest on Loans of a Class maintained by the Borrower shall be made for account of with the Lenders Agent at the Principal Office. Any Lender failing to timely deliver its requisite portion of such Class pro rata Loan shall deliver the same to the Agent as soon as possible thereafter, together with interest on such amount for each day from the due date for such payment to the date of payment by such Lender to the Agent of such amount at a rate of interest per annum equal to the Federal Funds Effective Rate for such period. In addition, the Borrower hereby agrees that upon demand by the Agent, the Borrower shall reimburse the Agent for any such amount which any Lender has failed to timely deliver to the Agent, but which the Agent may have previously made available to the Borrower in accordance with the amounts other provisions of interest on such Loans of such Class then due and payable to the respective Lenders; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.this Section 2.12

Pro Rata Treatment. Except to the extent otherwise provided herein: : (ia) each Borrowing borrowing of Loans of a particular Class (including of a particular Series of Incremental Facility Term Loans) from the Lenders under Section 2.01 hereof shall be made from the Lenders relevant Lenders, each payment of such Classcommitment fee under Section 2.04 hereof in respect of Commitments of a particular Class shall be made for account of the relevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.07, 2.09 or otherwise 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 Borrowing except as otherwise provided in Section 5.04 hereof, Eurodollar Loans of any Class (including of a Class particular Series of Incremental Facility Term Loans) 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, Facility A Term Loan Commitments, Facility B Term Loan Commitments and Incremental Facility Commitments of such Class the relevant Series (in the case of the making of Loans) or their respective Revolving Credit Loans, Facility A Term Loans, Facility B Term Loans and Incremental Facility Loans of such Class that are to be included in such Borrowing the relevant Series (in the case of conversions Conversions and continuations Continuations of Loans); ; (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (ivc) each payment or prepayment of principal of Loans Loans, of a any Class by the Borrower Company shall be made for account of the relevant Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and and (vd) each payment of interest on 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; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent otherwise provided herein: . (i) each Syndicated Borrowing of a particular Class from the Lenders under Section 2.01 hereof shall be made from the Lenders relevant Lenders, each payment of such Classcommitment fees under Section 2.11 hereof in respect of Commitments of a particular Class shall be made for account of the relevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.07, 2.09 or otherwise 2.08 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 Borrowing Syndicated 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 Syndicated Loans); (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) 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 or such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (viv) 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 Syndicated Loans of such Class then due and payable to the respective Lenders; provided, however, that, notwithstanding anything 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 contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign CurrencyRevolving Credit Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class borrowing from Lenders under Section 2.1 shall be made from the Lenders Lenders, each payment of such Classthe fees under Sections 3.6(b), 3.6(d) and the first sentence of 3.6(e) shall be made for the ratable benefit of the Lenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise pursuant to this Agreement 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; (ii) each 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 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (ivb) each payment or prepayment of principal of Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders or such Class each Lender pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them, provided that if immediately prior to giving effect to any such payment in respect of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made, then such payment shall be applied to the Revolving Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Revolving Loans being held by the Lenders pro rata in accordance with their respective Commitments; and (vc) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided, however, that, notwithstanding anything (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 5.5) shall be made pro rata among the Lenders according to the contrary contained herein, amounts of their respective Commitments (in the event that case of making of Loans) or their respective Loans (in the case of Conversions or Continuations of Loans) and the then current Interest Period for each Lender’s portion of each Revolving Loan of such Type shall be coterminous; (e) each payment or prepayment of principal and/or interest of Bid Rate Loans by the Borrower wishes pursuant to make a Multicurrency Borrowing Section 2.8(b) shall be made for account of each Lender then owed Bid Rate Loans pro rata in an Agreed Foreign Currency accordance with the respective unpaid principal amounts of the Bid Rate Loans then owing to each such Lender; (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be in accordance with their respective Pro Rata Shares; and (g) the Multicurrency Commitments are fully utilizedLenders’ participation in, the Borrower may make a Borrowing and payment obligations in respect of, Letters of Credit under the Dollar Commitments (if otherwise permitted hereunder) Section 2.2 and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment with respect to the Dollar Loans) solely funds held in the Letter of Credit Collateral Account, shall be pro rata in accordance with their respective Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as Lender shall have acquired a result of participating interest in any such prepayment Swingline Loan pursuant to make a Multicurrency Borrowing in an Agreed Foreign CurrencySection 2.3).

Pro Rata Treatment. Except to the extent as otherwise provided herein: : (ia) each Each Borrowing and reduction of a Class the Aggregate Commitment shall be made from or shared among the Lenders of such Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise shall be applied to the respective Commitments of the Lenders of such Class, (except for Defaulting Lenders) pro rata according to the amounts of their respective Commitments Total Pro Rata Share; (b) Each payment of such Class; (ii) each principal on Loans in any Borrowing of a Class shall be allocated pro rata shared among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized respective unpaid principal amounts of their respective Commitments; such Loans then owed to the Lenders; (ivc) each Each payment or prepayment of principal of interest on Loans of a Class by the Borrower in any Borrowing shall be made for account of shared among the Lenders or such Class pro rata in accordance with according to (A) the respective unpaid principal amounts of such Loans so made or funded by the Loans of such Class held by them; Lenders and (vB) the dates on which the Lenders so made or funded such Loans; (d) Each payment of Letter of Credit Fees payable under Section 2.7.9 and facility fees payable under Section 2.13.2 shall be shared among the Lenders (except for Defaulting Lenders) pro rata according to (A) their respective Total Pro Rata Shares and (B) in the case of each Lender which becomes a Lender hereunder after the date hereof, the date upon which such Lender so became a Lender; (e) Each payment of interest (other than interest on Loans of a Class by the Borrower Loans) shall be made shared among the Lenders and the Administrative Agent owed the amount upon which such interest accrues pro rata according to (A) the respective amounts so owed such Lenders and the Administrative Agent and (B) the dates on which such amounts became owing to such Lenders and the Administrative Agent; and (f) All other payments under this Agreement and the other Loan Documents (including, without limitation, fees paid in connection with any amendment, consent, waiver or the like) shall be for account the benefit 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, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign CurrencyPerson or Persons specified.

Pro Rata Treatment. (a) Except to as otherwise expressly provided herein (including Section 4.01 (Eurodollar Rate Lending Unlawful), Section 2.08 (Termination or Reduction of Commitments) and Section 2.09 (Tranche Reallocation)), each Funding of Tranche A Loans and Tranche B Loans, each Tranche B Escrow Disbursement and each reduction of commitments of any type, shall be allocated by the extent otherwise provided herein: Administrative Agent as set forth below: (i) each Borrowing first, (A) in the case of a Class shall be made from any Funding or the Lenders of such ClassTranche B Escrow Disbursement, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise shall be applied to the respective Commitments Tranche B Loans (until such amounts have been fully funded) and then to the Tranche A Loans or (B) in the case of the Lenders of such Classany reduction, pro rata according between the Tranche A Loans and the Tranche B Loans related to the amounts of their respective Commitments of such Classreduction; and (ii) each Borrowing of a Class shall be allocated second, pro rata among the applicable Tranche A Lenders of such Class according to and Tranche B Lenders, as the amounts of case may be, in accordance with their respective Commitments of such Class applicable Commitment Percentages. (in the case of the making of Loansb) Except as required under Section 3.09 (Optional Prepayment), Section 3.10 (Mandatory Prepayment) or their respective Loans of such Class that are to be included in such Borrowing Article IV (in the case of conversions Eurodollar Rate and continuations of LoansTax Provisions); (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) , each payment or prepayment of principal of the Loans of a Class shall be allocated by the Borrower shall be made for account of the Lenders or such Class Administrative Agent pro rata among the applicable Lenders in accordance with the respective unpaid principal amounts of the their outstanding Loans of such Class held by them; and (v) the type being repaid, each payment of interest on the Loans of a Class shall be allocated by the Borrower shall be made for account of the Lenders of such Class Administrative Agent pro rata among the applicable Lenders in accordance with the respective interest amounts of interest outstanding on such their outstanding Loans of the type in respect of which interest is being paid, and each payment of fees on the Commitments and/or the Letters of Credit shall be allocated by the Administrative Agent pro rata among the applicable Lenders in accordance with their respective Commitments of the type to which such Class then due and payable fees relate. (c) Each Lender agrees that in computing such Lender's portion of any Funding or the Tranche B Escrow Disbursement or any Tranche B Conversion Disbursement to be made hereunder, the Administrative Agent may, in its discretion, round each Lender's percentage of such Funding or the Tranche B Escrow Disbursement or Tranche B Conversion Disbursement, as the case may be, to the respective Lenders; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the next higher or lower whole Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencyamount.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class borrowing from Lenders under Section 2.1.(a) shall be made from the Lenders Lenders, each payment of such Classthe fees under Sections 3.6.(a) and 3.6.(b) shall be made for the account of the Lenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 2.12. or otherwise pursuant to this Agreement 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 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 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 commitment fees under Section 2.10 principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them, provided that if immediately prior to giving effect to any such payment in respect of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made, then such payment shall be applied to the Revolving Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Revolving Loans being held by the Lenders pro rata in accordance with their respective Commitments; and (vc) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided, however, that, notwithstanding anything (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 5.5.) shall be made pro rata among the Lenders according to the contrary contained herein, in amounts of their respective Revolving Loans and the event that then current Interest Period for each Lender’s portion of each Revolving Loan of such Type shall be coterminous; (e) each prepayment of principal of Bid Rate Loans by the Borrower wishes pursuant to make a Multicurrency Borrowing Section 2.7.(b)(iii) shall be made for account of the Lenders then owed Bid Rate Loans pro rata in an Agreed Foreign Currency accordance with the respective unpaid principal amounts of the Bid Rate Loans then owing to each such Lender; and (f) the Multicurrency Commitments are fully utilizedLenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3.(e), shall be in accordance with their respective Pro Rata Shares. All payments of principal, interest, fees and other amounts in respect of the Borrower may make a Borrowing under Swingline Loans shall be for the Dollar Commitments account of the Swingline Lender only (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely except to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as Lender shall have acquired a result of participating interest in any such prepayment Swingline Loan pursuant to make a Multicurrency Borrowing in an Agreed Foreign CurrencySection 2.3.(e)).

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Each Borrowing of Term Loans of a given Class shall be made from by the Lenders of such Class, US Borrower and each termination or any reduction of the amount of the Term Loan Commitments of a Class under Section 2.07, 2.09 or otherwise 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 Borrowing of a given Class shall be allocated pro rata as among the Lenders of such Class according in accordance with their respective Term Loan Commitments with respect to such Class. Each Borrowing of Revolving Loans by a Borrower, each payment by a Borrower on account of any Commitment Fee or any Letter of Credit Fee and any reduction of the Revolving Commitments of the Lenders shall be allocated pro rata as among the various Classes of Revolving Commitments and as among the Lenders of each Class of Revolving Commitments in accordance with their respective Revolving Commitments with respect to such Class and with respect to such Borrower (or, if such Revolving Commitments shall have expired or been terminated, in accordance with the Revolving Commitments as in effect immediately prior to such expiration or termination). (b) Each repayment by the US Borrower in respect of principal or interest on the Term Loans and each payment in respect of fees or expenses payable hereunder shall be applied to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are obligations owing 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 the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class entitled thereto pro rata in accordance with the respective unpaid principal amounts then due and owing to such Lenders. Each voluntary prepayment by the US Borrower of a Borrowing under a Class of Term Loans shall be applied to the amounts of such obligations owing to the Loans of such Class held by them; and (v) each payment of interest on Loans of a Class by the Borrower shall be made for account of the Term Lenders of such Class pro rata in accordance with the respective amounts of interest on such Loans then due and owing to the Term Lenders of such Class (unless such payment is made in accordance with Section 9.06(g), in which case it shall be made in accordance with such Section). Each mandatory prepayment by the US Borrower of a Borrowing of Term Loans shall be applied pro rata in accordance with the respective principal amounts of the outstanding Term Loans of all Classes then due and payable held by the Term Lenders (unless a given Class of Term Loans has elected to receive a lesser allocation). Each payment (including each prepayment) by a Borrower in respect of principal or interest on the Revolving Loans shall be made pro rata in accordance with the respective principal amounts of the outstanding Revolving Loans that were made to such Borrower then held by the Revolving Lenders. Each payment in respect of Reimbursement Obligations in respect of any Letter of Credit shall be made to the respective Lenders; providedIssuing Bank that issued such Letter of Credit subject to Section 2.07(e). (c) The application of any payment of Loans under any Credit Facility shall be made, howeverfirst, thatto Base Rate Loans and Canadian Prime Rate Loans under such Credit Facility and, notwithstanding anything second, to Eurocurrency Loans under such Credit Facility. Each payment of the Loans (except for any payment of Revolving Loans that are Base Rate Loans that does not result in Payment in Full) shall be accompanied by accrued interest to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds date of such Borrowing to prepay payment on the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencyamount paid.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing Each borrowing of Term Loans of a given Class shall be made from by the Lenders of such Class, Borrower and each termination or any reduction of the amount of the Term Loan Commitments of a Class under Section 2.07, 2.09 or otherwise 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 Borrowing of a given Class shall be allocated pro rata as among the Lenders of such Class according in accordance with their respective Term Loan Commitments with respect to such Class. Each borrowing of Revolving Loans by the Borrower, each payment by the Borrower on account of any Commitment Fee and any reduction of the Revolving Commitments of the Lenders shall be allocated pro rata as among the various Classes of Revolving Commitments and as among the Lenders of each Class of Revolving Commitments in accordance with their respective Revolving Commitments with respect to such Class (or, if such Revolving Commitments shall have expired or been terminated, in accordance with the Revolving Commitments as in effect immediately prior to such expiration or termination). (b) Each repayment by the Borrower in respect of principal or interest on the Term Loans and each payment in respect of fees or expenses payable hereunder shall be applied to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are obligations owing 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 the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class entitled thereto pro rata in accordance with the respective unpaid principal amounts of then due and owing to such Lenders. Each voluntary prepayment by the Loans of such Class held by them; and (v) each payment of interest on Loans Borrower of a Class by the Borrower of Term Loans shall be made for account applied to the amounts of such obligations owing to the Term Lenders of such Class pro rata in accordance with the respective amounts of interest on such Loans of such Class then due and payable owing to the Term Lenders of such Class. Each mandatory prepayment by the Borrower of the Term Loans shall be applied pro rata in accordance with the respective principal amounts of the outstanding Term Loans of all Classes then held by the Term Lenders (unless a given Class of Term Loans has elected to receive a lesser allocation). Each payment (including each prepayment) by the Borrower in respect of principal or interest on the Revolving Loans shall be made pro rata in accordance with the respective principal amounts of the outstanding Revolving Loans then held by the Revolving Lenders; provided. (c) The application of any payment of Loans under any Credit Facility shall be made, howeverfirst, thatto Base Rate Loans under such Credit Facility and, notwithstanding anything second, to SOFR Loans under such Credit Facility. Each payment of the Loans (except for any Revolving Loans that are Base Rate Loans that does not result in Payment in Full) shall be accompanied by accrued interest to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds date of such Borrowing to prepay payment on the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencyamount paid.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class borrowing from the Lenders under Section 2.1 hereof shall be made (x) in the case of Advance Loans, ratably from the Advance Loan Lenders in accordance with their respective Advance Loan Commitments and (y) in the case of such ClassRevolving Loans, ratably from the Revolving Loan Lenders in accordance with their respective Revolving Loan Commitments; (b) each payment of revolving loan commitment fees shall be made for the account of the Revolving Loan Lenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise shall be applied to the respective Revolving Loan Commitments of the Revolving Loan Lenders of such Classunder Section 2.3 hereof shall be applied, pro rata rata, according to the amounts of their Revolving Loan Lenders' respective Commitments of such ClassRevolving Loan Commitments; (ii) each 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 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 of advance loan commitment fees under Section 2.10 shall be made for the account of the Advance Loan Lenders, and each termination or reduction of the Advance Loan Commitments of the Advance Loan Lenders under Section 2.3 hereof shall be applied, pro rata rata, according to the average daily unutilized amounts of their Advance Loan Lenders' respective Advance Loan Commitments; (ivd) each payment or prepayment by Borrower of principal of or interest on the Advance Loans or Revolving Loans, as the case may be, prior to the occurrence of a Class by an Event of Default (or after the Borrower applicable Event of Default shall have been fully cured) shall be made to Agent for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of such Advance Loans or such Class Revolving Loans, as the case may be, held by the Lenders; (e) each payment by Borrower of principal of or interest on the Advance Loans or Revolving Loans, as the case may be, after an Event of Default shall have occurred and be continuing shall be made to Agent for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class Obligations held by them; and the Lenders (v) each payment of interest on Loans of a Class by the Borrower i.e. such payments shall be made for account shared by all 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 not restricted to the respective Lenders; providedholders of Revolving Notes or Advance Notes, howeverregardless of any attempted contrary designation by Borrower), that, notwithstanding anything to and (f) the contrary contained herein, Revolving Loan Lenders (other than the applicable Issuer) shall purchase from the applicable Issuer participations in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds each Letter of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely Credit to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencytheir respective Revolving Loan Commitment Percentages.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) other than with respect to any Borrowing requested pursuant to Section 2.22, each Borrowing of a Class shall be made from the Lenders of such Class, of Commitments and each Borrowing of a Class requested pursuant to Section 2.22 shall be made from each Extending Lender of such Class of Commitment and each Non-Extending Lender for which the Non-Extended Commitment Termination Date shall not have occurred of such Class of Commitment and each termination or reduction of the amount of the Commitments of a Class of Commitments or Maturity Date under Section 2.07, 2.09 or otherwise 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments or Maturity Date, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments or Maturity Date; (ii) each Borrowing of a Class of Commitments or Maturity Date 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 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 2.11 shall be made for the account of the Lenders pro rata according to the average daily unutilized unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class of Commitments or Maturity Date by the Borrower shall be made for the account of the Lenders or of such Class of Commitments or Maturity Date pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class of Commitments or Maturity Date held by them; and (v) each payment of interest on Loans of a Class of Commitments or Maturity Date by the Borrower shall be made for the account of the Lenders of such Class of Commitments or Maturity Date pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to such Lenders. For the respective Lenders; providedavoidance of doubt, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) no payments shall be allocated solely to Non-Extending Lenders following the extent that occurrence and during the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result continuance of an Event of Default or if the Covered Debt Amount exceeds the Adjusted Gross Borrowing Base at such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencytime.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing Each borrowing of Term Loans of a given Class shall be made from by the Lenders of such Class, Borrower and each termination or any reduction of the amount of the Term Loan Commitments of a Class under Section 2.07, 2.09 or otherwise 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 Borrowing of a given Class shall be allocated pro rata as among the Lenders of such Class according in accordance with their respective Term Loan Commitments with respect to such Class. (b) Each repayment by the Borrower in respect of principal or interest on the Term Loans and each payment in respect of fees or expenses payable hereunder shall be applied to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are obligations owing 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 the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class entitled thereto pro rata in accordance with the respective unpaid principal amounts of then due and owing to such Lenders. Each voluntary prepayment by the Loans of such Class held by them; and (v) each payment of interest on Loans Borrower of a Class by the Borrower of Term Loans shall be made for account applied to the amounts of such obligations owing to the Term Lenders of such Class pro rata in accordance with the respective amounts of interest on such Loans of such Class then due and payable owing to the Term Lenders of such Class. Each mandatory prepayment by the Borrower of the Term Loans shall be applied pro rata in accordance with the respective principal amounts of the outstanding Term Loans of all Classes then held by the Term Lenders (unless a given Class of Term Loans has elected to receive a lesser allocation). Each payment (including each prepayment) by the Borrower in respect of principal or interest on the Revolving Loans shall be made pro rata in accordance with the respective principal amounts of the outstanding Revolving Loans then held by the Revolving Lenders; provided. (c) The application of any payment of Loans under any Credit Facility shall be made, howeverfirst, thatto Base Rate Loans under such Credit Facility and, notwithstanding anything second, to SOFR Loans under such Credit Facility. Each payment of the Loans (except for any Revolving Loans that are Base Rate Loans that does not result in Payment in Full) shall be accompanied by accrued interest to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds date of such Borrowing to prepay payment on the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencyamount paid.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Revolving Borrowing of a Class shall be made from the Revolving Lenders, each Term Borrowing shall be made from the Term Lenders, each payment of commitment fee under Section 2.10 shall be made for the account of the Revolving Lenders of such Classand the Term Lenders, as applicable, and each termination or reduction of the amount of the Revolving Loan Commitments of a Class and Term Loan Commitments under Section 2.07, 2.09 or otherwise 2.07 shall be applied to the respective Revolving Loan Commitments and Term Loan Commitments of the Revolving Lenders of such Classand Term Lenders, respectively, pro rata according to the amounts of their respective Revolving Loan Commitments of such Classand Term Loan Commitments; (ii) each Revolving Borrowing of a Class shall be allocated pro rata among the Revolving Lenders of such Class according to the amounts of their respective Revolving Loan Commitments of such Class (in the case of the making of Revolving Loans) or their respective Revolving Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Revolving Loans); (iii) each payment of commitment fees under Section 2.10 Term Borrowing shall be made for the account of the Lenders allocated pro rata among the Term Lenders according to the average daily unutilized amounts of their respective CommitmentsTerm Loan Commitments (in the case of the making of Term Loans) or their respective Term Loans (in the case of conversions and continuations of Term Loans); (iv) each payment or prepayment of principal of Revolving Loans of a Class by the Borrower shall be made for the account of the Revolving Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them; and (v) each payment or prepayment of principal of Term Loans by Borrower shall be made for the account of the Term Lenders pro rata in accordance with the respective unpaid principal amounts of the Term Loans held by them; (vi) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Revolving Lenders of such Class pro rata in accordance with the amounts of interest on such Revolving Loans of such Class then due and payable to the respective Revolving Lenders; provided, however, that, notwithstanding anything and (vii) each payment of interest on Term Loans by Borrower shall be made for the account of the Term Lenders pro rata in accordance with the amounts of interest on such Term Loans then due and payable to the contrary contained hereinrespective Term Lenders. If at any time while an Event of Default exists, any Revolving Lender or Term Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or Term Loans, respectively, resulting in such Revolving Lender or Term Lender, as applicable, receiving payment of a greater proportion of the aggregate amount of its Revolving Loans or Term Loans, as applicable, and accrued interest thereon then due than the proportion received by any other Revolving Lender or Term Lender, as applicable, then the Revolving Lender or Term Lender, as applicable, receiving such greater proportion shall purchase (for cash at face value) participations in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilizedRevolving Loans or Term Loans, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds as applicable, of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely other Revolving Lenders or Term Lenders, as applicable, to the extent necessary so that the Borrower substantially concurrently therewith utilizes benefit of all such payments shall be shared by the Revolving Lenders or Term Lenders, as applicable, ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans or Term Loans; provided that (i) if any Multicurrency Commitments such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made available by a Credit Party pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to a Credit Party or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Further, if any proceeds from the realization upon any of the Recycled Mortgages are recovered prior to the recordation of the Second Amended and Restated Mortgages referenced in Section 5.18(a)(iii) (or, if the Second Amended and Restated Mortgages referenced in Section 5.18(a)(iii) have been recorded, but the grant or recordation thereof is subsequently avoided as a result of any Insolvency Proceeding, at any time), and, as a result of the realization of such proceeds, the Term Lenders shall have received payment of a pro rata portion of the Term Loans or accrued interest thereon that is greater than the pro rata portion of the Revolving Loans or accrued interest thereon that is recovered by the Revolving Lenders, then the Term Lenders, as applicable, receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans of the Revolving Lenders, to the extent necessary so that the benefit of all such proceeds shall be shared by the Revolving Lenders or Term Lenders, as applicable, ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans or Term Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, (ii) the provisions of this sentence shall not be construed to apply to any payment made by a Credit Party pursuant to and in accordance with the express terms of this Agreement, and (iii) upon the repayment or prepayment of the Revolving Loans so acquired by the Term Lenders and interest thereon, their participation in such Revolving Loans shall cease (it being understood that the Term Lenders shall not, as a result of such prepayment participation, acquire or assume any obligations on account of the Revolving Loan Commitments of the Revolving Lenders). Each of Borrower and Guarantor consents to make the foregoing and agrees, to the extent it may effectively do so under applicable Legal Requirements, that any Lender acquiring a Multicurrency Borrowing participation pursuant to the foregoing arrangements may exercise against Borrower or Guarantor rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or Guarantor in an Agreed Foreign Currencythe amount of such participation.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class borrowing from the Revolving Lenders under Sections 2.1(a), 2.3(e) and 2.4(e) shall be made from such Lenders, each payment of the Lenders Fees under Section 3.6(a), Section 3.6(b) and under the first sentence of such ClassSection 3.6(c) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments of a Class under Section 2.07, 2.09 or otherwise 2.12 shall be applied to the respective Revolving Commitments of the Lenders of such ClassRevolving Lenders, in each case pro rata according to the amounts of their respective Commitments of such ClassRevolving Commitments; (ii) each 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 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 commitment fees under Section 2.10 principal of Revolving Loans by the Borrower shall be made for the account of the Revolving Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them; and (vc) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Revolving 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(d) each payment or prepayment of principal of Tranche B Term Loans by the Borrower shall be made for the account of the Tranche B Lenders pro rata in accordance with the respective unpaid principal amounts of the Tranche B Term Loans held by them, howevereach payment or prepayment of principal of Tranche C Term Loans by the Borrower shall be made for the account of the Tranche C Lenders pro rata in accordance with the respective unpaid principal amounts of the Tranche C Term Loans held by them, thateach payment or prepayment of principal of Tranche D Term Loans by the Borrower shall be made for the account of the Tranche D Lenders pro rata in accordance with the respective unpaid principal amounts of the Tranche D Term Loans held by them, notwithstanding anything and each payment or prepayment of principal of Tranche E Term Loans by the Borrower shall be made for the account of the Tranche E Lenders pro rata in accordance with the respective unpaid principal amounts of the Tranche E Term Loans held by them; (e) each payment of interest on Tranche B Term Loans by the Borrower shall be made for the account of the Tranche B Lenders pro rata in accordance with the amounts of interest on the Tranche B Term Loans then due and payable to the contrary contained hereinTranche B Term Lenders, in the event that each payment of interest on Tranche C Term Loans by the Borrower wishes shall be made for the account of the Tranche C Lenders pro rata in accordance with the amounts of interest on the Tranche C Term Loans then due and payable to make the Tranche C Term Lenders, and each payment of interest on Tranche D Term Loans by the Borrower shall be made for the account of the Tranche D Lenders pro rata in accordance with the amounts of interest on the Tranche D Term Loans then due and payable to the Tranche D Term Lenders, and each payment of interest on Tranche E Term Loans by the Borrower shall be made for the account of the Tranche E Lenders pro rata in accordance with the amounts of interest on the Tranche E Term Loans then due and payable to the Tranche E Term Lenders; (f) the Conversion and Continuation of Revolving Loans or Term Loans of a Multicurrency Borrowing in an Agreed Foreign Currency particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the applicable Lenders according to the amounts of their respective Revolving Loans or Term Loans, as applicable, and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds then current Interest Period for each applicable Lender’s portion of each such Loan of such Borrowing to prepay Type shall be coterminous; (g) the Multicurrency Revolving Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.4, shall be pro rata in accordance with their respective Revolving Commitments; and (h) the Revolving Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (without making a ratable prepayment to the Dollar Loans) solely except to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as Revolving Lender shall have acquired and funded a result of participating interest in any such prepayment Swingline Loan pursuant to make a Multicurrency Borrowing Section 2.3(e), in an Agreed Foreign Currencywhich case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.09 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 2.072.06, 2.09 Section 2.08 or otherwise 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 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 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), subject to Section 2.02(e); (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on 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 Loans of such Class held by them (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of Sections 2.08(f) and (g)); and (iv) each payment of interest on Loans of a Class by the Borrower shall be made for account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided, however, provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent otherwise provided ------------------ herein: : (ia) each Borrowing of a Class Loan shall be made from by the Lenders of holding Commitments for such ClassLoan, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise 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 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 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 Sections 2.5 and letter of credit ------------ fees under subsection 2.7(c) shall be made for the account of the Lenders ----------------- holding Revolving Commitments and each termination or reduction of the Commitments shall be applied to the Commitments of the Lenders holding the applicable Commitments, pro rata according to the average daily unutilized amounts of their respective CommitmentsCommitment Percentages (calculated with respect to the Commitments for the Loans in question only); (ivb) the making, Conversion, and Continuation of Accounts of a particular Type (other than Conversions provided for by Section 6.4) shall be ----------- made pro rata among the Lenders holding Accounts of such Type according to their respective Commitment Percentages (calculated with respect to the Commitments for the Loans in question only); (c) each payment or and prepayment of principal of or interest on Loans of a Class or Reimbursement Obligations by the Borrower shall be made to Administrative Agent for the account of the Lenders holding such Loans or such Class Reimbursement Obligations (or participation interests therein) pro rata in accordance with the respective unpaid principal amounts of the such Loans of such Class or participation interests held by themsuch Lenders; and (v) each provided that as long as no -------- default in the payment of interest on 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 exists, payments of interest on such Loans made when Lenders are holding different types of such Class then due and payable Accounts applicable to the respective Lenders; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available same Loan as a result of the application of Section 6.4, shall be made to the Lenders in ----------- accordance with the amount of interest owed to each; and (d) the Lenders holding Revolving Commitments shall purchase from the Fronting Bank participations in the Letters of Credit to the extent of their respective Commitment Percentages (calculated only with respect to the Revolving Commitments). All payments of the Term Loans shall be applied pro rata with respect to each remaining installment of principal. If at any time payment, in whole or in part, of any amount distributed by Administrative Agent hereunder is rescinded or must otherwise be restored or returned by Administrative Agent as a preference, fraudulent conveyance, or otherwise under any bankruptcy, insolvency, or similar law, then each Person receiving any portion of such prepayment amount agrees, upon demand, to make a Multicurrency Borrowing in an Agreed Foreign Currencyreturn the portion of such amount it has received to Administrative Agent.

Pro Rata Treatment. Except to the extent otherwise provided herein: ------------------ Credit Agreement ---------------- (ia) each Borrowing borrowing of Loans of a particular Class (including of a particular Series of Incremental Facility Loans) from the Lenders under Section 2.01 hereof shall be made from the Lenders relevant Lenders, each payment of such Classcommitment fee under Section 2.05 hereof in respect of Commitments of a particular Class shall be made for account of the relevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.07, 2.09 or otherwise 2.04 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 Borrowing except as otherwise provided in Section 5.04 hereof, Eurodollar Loans of any Class (including of a Class particular Series of Incremental Facility Loans) 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, Term Loan and Incremental Facility Loan Commitments of such Class the relevant Series (in the case of the making of Loans) or their respective Revolving Credit, Term and Incremental Facility Loans of such Class that are to be included in such Borrowing the relevant Series (in the case of conversions Conversions and continuations Continuations of Loans); ; (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (ivc) each payment or prepayment of principal of Revolving Credit, Term and Incremental Facility Loans of a Class by the Borrower shall be made for account of the relevant Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and and (vd) each payment of interest on Revolving Credit, Term and Incremental Facility 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; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: , each Revolving Loan, each payment or prepayment of principal of any Revolving Loan, each payment of interest on the Revolving Loans, each payment of Fees (i) other than those which are not shared), each Borrowing of a Class shall be made from the Lenders of such Class, and each termination or reduction of the amount Revolving Committed Amount and each conversion or extension of the Commitments of a Class under Section 2.07any Revolving Loan, 2.09 or otherwise 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 Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to in accordance with their respective Commitment Percentages (or if the Commitments have expired or been terminated, in accordance with the respective principal amounts of their respective Commitments of such Class (in the case outstanding Revolving Loans and Participation Interests of the making of LoansLenders). (b) 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 Each payment of commitment fees under Section 2.10 unreimbursed drawings in respect of LOC Obligations shall be made for the account of the Lenders pro rata according allocated to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class Lender entitled thereto pro rata in accordance with the respective unpaid principal amounts Commitment Percentages of the Loans Lenders; provided that, if any -------- Lender shall have failed to pay its pro rata share of any drawing under any Letter of Credit, then any amount to which such Class held by themLender would otherwise be entitled pursuant to this clause (ii) shall instead be payable to the Issuing Lender; and provided further, that in the event any amount paid to any Lender -------- ------- pursuant to this clause (vii) each payment of interest on Loans of a Class is rescinded or must otherwise be returned by the Borrower shall be made Issuing Lender, each Lender shall, upon the request of the Issuing Lender, repay to the Administrative Agent for the account of the Lenders of Issuing Lender the amount so paid to such Class pro rata in accordance Lender, with interest for the amounts of interest period commencing on the date such Loans of payment is returned by the Issuing Lender until the date the Issuing Lender receives such Class then due and payable repayment at a rate per annum equal to, during the period to but excluding the respective Lenders; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilizeddate two (2) Business Days after such request, the Borrower may make Federal Funds Effective Rate (computed on the basis of the actual number of days elapsed over a Borrowing under year of 360 days), and thereafter, the Dollar Commitments Base Rate plus two percent (if otherwise permitted hereunder2%) ---- (computed on the basis of the actual number of days elapsed over a year of 360 days for each applicable day on which the Base Rate shall be determined on the basis of the Federal Funds Effective Rate and may use over a year of 365/66 days for each applicable day on which the proceeds Base Rate shall be determined on the basis of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign CurrencyPrime Rate).

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing Each borrowing of Term Loans of a given Class shall be made from by the Lenders of such Class, Borrower and each termination or any reduction of the amount of the Term Loan Commitments of a Class under Section 2.07, 2.09 or otherwise 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 Borrowing of a given Class shall be allocated pro rata as among the Lenders of such Class according in accordance with their respective Term Loan Commitments with respect to such Class. Each borrowing of Revolving Loans by the Borrower, each payment by the Borrower on account of any Commitment Fee and any reduction of the Revolving Commitments of the Lenders shall be allocated pro rata as among the various Classes of Revolving Commitments and as among the Lenders of each Class of Revolving Commitments in accordance with their respective Revolving Commitments with respect to such Class (or, if such Revolving Commitments shall have expired or been terminated, in accordance with the Revolving Commitments as in effect immediately prior to such expiration or termination). (b) Each repayment by the Borrower in respect of principal or interest on the Term Loans and each payment in respect of fees or expenses payable hereunder shall be applied to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are obligations owing 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 the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class entitled thereto pro rata in accordance with the respective unpaid principal amounts of | then due and owing to such Lenders. Each voluntary prepayment by the Loans of such Class held by them; and (v) each payment of interest on Loans Borrower of a Class by the Borrower of Term Loans shall be made for account applied to the amounts of such obligations owing to the Term Lenders of such Class pro rata in accordance with the respective amounts of interest on such Loans of such Class then due and payable owing to the Term Lenders of such Class. Each mandatory prepayment by the Borrower of the Term Loans shall be applied pro rata in accordance with the respective principal amounts of the outstanding Term Loans of all Classes then held by the Term Lenders (unless a given Class of Term Loans has elected to receive a lesser allocation). Each payment (including each prepayment) by the Borrower in respect of principal or interest on the Revolving Loans shall be made pro rata in accordance with the respective principal amounts of the outstanding Revolving Loans then held by the Revolving Lenders; provided. (c) The application of any payment of Loans under any Credit Facility shall be made, howeverfirst, thatto Base Rate Loans under such Credit Facility and, notwithstanding anything second, to SOFR Loans under such Credit Facility. Each payment of the Loans (except for any Revolving Loans that are Base Rate Loans that does not result in Payment in Full) shall be accompanied by accrued interest to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds date of such Borrowing to prepay payment on the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencyamount paid.

Pro Rata Treatment. Except to as otherwise specified in this Agreement, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the extent otherwise provided herein: (i) Loans, each Borrowing payment of a Class shall be made from the Lenders of such ClassFacility Fees, and each termination or reduction of the amount Term Loan Commitments or the Revolving Credit Commitments and each conversion of the Commitments any Borrowing to or continuation of any Borrowing as a Class under Section 2.07, 2.09 or otherwise 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 Borrowing of a Class any Type shall be allocated pro rata among the Lenders of such Class according to the amounts of in accordance with their respective Loans or Commitments of such Class a given Class. For purposes of determining the available Domestic Revolving Credit Commitments or Multicurrency Revolving Credit Commitments of the Lenders at any time, each outstanding Competitive Loan or N.Z. Swingline Loan shall be deemed to have utilized the Domestic Revolving Credit Commitments (in the case of the making of Loansa Competitive Loan) or Multicurrency Revolving Credit Commitments (in the case of a N.Z. Swingline Loan) of the Lenders (including those Lenders which shall not have made Competitive Loans or N.Z. Swingline Loans, as the case may be) pro rata in accordance with such respective Domestic Revolving Credit Commitments or Multicurrency Revolving Credit Commitments. Each Lender agrees that in computing such Xxxxxx’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole dollar amount. Notwithstanding the foregoing, (a) if Letters of Credit are requested to be issued or N.Z. Swingline Loans are requested to be made under the Revolving Credit Commitments of a Class at any time that there exists a Defaulting Lender under the Revolving Credit Commitments of such Class then, (i) all or any part of such Defaulting Lender’s aggregate L/C Exposure or N.Z. Swingline Exposure under such Class shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Percentages, but only to the extent the sum of all non- Defaulting Lenders’ Revolving Credit Exposure under such Class plus such Defaulting Lender’s aggregate principal amount of all L/C Exposure and N.Z. Swingline Exposure, as the case may be under such Class, does not exceed the total of all non-Defaulting Lenders’ Revolving Credit Commitments of such Class, and (ii) if the reallocation described in clause (i) cannot, or can only partially, be effected, the applicable Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such remaining N.Z. Swingline Exposure under such Class and (y) second, cash collateralize for the benefit of each applicable Issuing Bank only such Borrower’s obligations corresponding to such Defaulting Lender’s aggregate L/C Exposure under such Class (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.23(j) for so long as such L/C Exposure is outstanding, and (b) a Borrower may elect that prepayments of Loans made pursuant to Section 2.12(a) not be applied to the Revolving Loans of a Defaulting Lender. For the avoidance of doubt, neither this Section 2.17 nor Section 2.18 shall limit the ability of any Borrower to (i) make a Purchase of and retire Purchased Loans or (ii) pay fees and interest with respect to Other Revolving Loans or Other Term Loans following the effectiveness of any Loan Modification Offer on a basis different from the Loans of such Class that are will continue 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 the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on 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 that were not Accepting Lenders; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent otherwise provided hereinin this Agreement: (ia) each Borrowing the making and conversion of a Class Tranche A Loans shall be made from among the Tranche A Lenders based on their respective Pro Rata Shares as to the Tranche A Loans, (b) the making and conversion of such ClassTranche B Loans shall be made among the Tranche B Lenders based on their respective Pro Rata Shares as to the Tranche B Loans, (c) the making and each termination or reduction conversion of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise Tranche C Loan shall be applied made among the Tranche C Lenders based on their respective Pro Rata Shares as to the respective Commitments of the Lenders of such ClassTranche C Loan, pro rata according to the amounts of their respective Commitments of such Class; (iid) each 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 Loans) or the Tranche D Loan shall be made among the Tranche D Lenders based on their respective Loans of such Class that are Pro Rata Shares as to be included in such Borrowing the Tranche D Loan, (in the case of conversions and continuations of Loans); (iiie) each payment on account of commitment fees under Section 2.10 shall be made any Obligations to or for the account of one or more of Tranche A Lenders in respect of any Obligations due on a particular day shall be allocated among the Tranche A Lenders pro rata according entitled to the average daily unutilized amounts of such payments based on their respective Commitments; Pro Rata Shares and shall be distributed accordingly, (ivf) each payment on account of any Obligations to or prepayment for the account of principal one or more of Loans Tranche B Lenders in respect of any Obligations due on a Class by the Borrower particular day shall be made for account of allocated among the Tranche B Lenders or entitled to such Class pro rata in accordance with the payments based on their respective unpaid principal amounts of the Loans of such Class held by them; Pro Rata Shares and shall be distributed accordingly, (vg) each payment on account of interest any Obligations to or for the account of one or more of Tranche C Lenders in respect of any Obligations due on Loans of a Class by the Borrower particular day shall be made for allocated among the Tranche C Lenders entitled to such payments based on their respective Pro Rata Shares and shall be distributed accordingly, and (h) each payment on account of any Obligations to or for the account of one or more of Tranche D Lenders in respect of any Obligations due on a particular day shall be allocated among the Tranche D Lenders entitled to such Class pro rata in accordance with the amounts of interest payments based on such Loans of such Class then due their respective Pro Rata Shares and payable to the respective Lenders; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencyshall be distributed accordingly.”

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class Loan shall be made from by the Lenders of holding Commitments for such ClassLoan, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise 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 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 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 4.6 and letter of credit fees under Section 2.6(c) shall be made for the account of the Lenders holding Revolving Commitments and each termination or reduction of the Commitments shall be applied to the Commitments of the Lenders holding the applicable Commitments, pro rata according to the average daily unutilized amounts of their respective CommitmentsCommitment Percentages (calculated with respect to the Commitments for the Loans in question only); (ivb) the making, Conversion, and Continuation of Accounts of a particular Type (other than Conversions provided for by Section 6.4) shall be made pro rata among the Lenders holding Accounts of such Type according to their respective Commitment Percentages (calculated with respect to the Commitments for the Loans in question only); (c) each payment or and prepayment of principal of or interest on Loans of a Class or Reimbursement Obligations by the Borrower shall be made to Agent for the account of the Lenders holding such Loans or such Class Reimbursement Obligations (or participation interests therein) pro rata in accordance with the respective unpaid principal amounts of the such Loans of such Class or participation interests held by themsuch Lenders; and (v) each provided that as long as no default in the payment of interest on Loans exists, payments of interest made when Lenders are holding different types of Accounts applicable to the same Loan as a Class by result of the Borrower application of Section 6.4, shall be made for account of to the Lenders of such Class pro rata in accordance with the amounts amount of interest on such Loans of such Class then due owed to each; and payable to (d) the respective Lenders; provided, however, that, notwithstanding anything to Lenders holding Revolving Commitments shall purchase from the contrary contained herein, Issuing Bank participations in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds Letters of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely Credit to the extent that of their respective Commitment Percentages (calculated only with respect to the Borrower substantially concurrently therewith utilizes Revolving Commitments). All payments of the Term Loans shall be applied pro rata with respect to each installment of principal. If at any Multicurrency Commitments made available time payment, in whole or in part, of any amount distributed by Agent hereunder is rescinded or must otherwise be restored or returned by Agent as a result preference, fraudulent conveyance, or otherwise under any bankruptcy, insolvency, or similar law, then each Person receiving any portion of such prepayment amount agrees, upon demand, to make a Multicurrency Borrowing in an Agreed Foreign Currencyreturn the portion of such amount it has received to Agent.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing Each borrowing of Term Loans of a given Class shall be made from by the Lenders of such Class, Borrower and each termination or any reduction of the amount of the Term Loan Commitments of a Class under Section 2.07, 2.09 or otherwise 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 Borrowing of a given Class shall be allocated pro rata as among the Lenders of such Class according to the amounts of in accordance with their respective Term Loan Commitments of with respect to such Class Class. (in the case of the making of Loansb) 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class Each repayment by the Borrower in respect of principal or interest on the Term Loans and each payment in respect of fees or expenses payable hereunder shall be made for account of applied (i) first, to prepay the Lenders or such Class Delayed Draw Term Loans on a pro rata basis as among the various Classes thereof (in accordance with the respective unpaid outstanding principal amounts of the Loans of such Class held by them; thereof), and (vii) each second, if there are no Delayed Draw Term Loans outstanding, such payment of interest on Loans of a Class by the Borrower shall be made for account of applied to prepay the Lenders of such Class Initial Term Loans on a pro rata basis as among the various Classes thereof (in accordance with the respective outstanding principal amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that thereof). Each voluntary prepayment by the Borrower wishes to make of a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilizedClass of Term Loans shall be applied (i) first, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Delayed Draw Term Loans on a pro rata basis as among the various Classes thereof (without making in accordance with the respective outstanding principal amounts thereof), and (ii) second, if there are no Delayed Draw Term Loans outstanding, such payment shall be applied to prepay the Initial Term Loans on a ratable pro rata basis as among the various Classes thereof (in accordance with the respective outstanding principal amounts thereof). Each mandatory prepayment by the Borrower of the Term Loans shall be (i) first, to prepay the Delayed Draw Term Loans on a pro rata basis as among the various Classes thereof (in accordance with the respective outstanding principal amounts thereof), and (ii) second, if there are no Delayed Draw Term Loans outstanding, such payment shall be applied to prepay the Initial Term Loans on a pro rata basis as among the various Classes thereof (in accordance with the respective outstanding principal amounts thereof). (c) The application of any payment of Loans under any Credit Facility shall be made, first, to Base Rate Loans under such Credit Facility and, second, to SOFR Loans under such Credit Facility. Each payment of the Loans shall be accompanied by accrued interest to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result date of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencypayment on the amount paid.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class borrowing from the Lenders under Section 2.2.(a) shall be made from the Lenders Lenders, each payment of such Classthe Fees under Section 3.6. (a) shall be made for account of the Lenders, and each termination or reduction of the amount of the Revolving Commitments of a Class under Section 2.07, 2.09 or otherwise 2.10. shall be applied to the respective Revolving Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each 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 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Revolving Commitments; (ivb) each payment or prepayment of principal of Revolving Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them, provided that if immediately prior to giving effect to any such payment in respect of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata in accordance with their respective Revolving Commitments in effect at the time such Loans were made, then such payment shall be applied to the Revolving Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Revolving Loans being held by the Lenders pro rata in accordance with their respective Commitments; and (vc) each payment or prepayment of interest on principal of Term Loans of a Class by the Borrower shall be made for account of the Lenders pro rata in accordance with the respective unpaid principal amounts of such Class the Term Loans held by them; (d) each payment of interest on Loans by the Borrower shall be made for account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; providedand (e) the making, however, that, notwithstanding anything Conversion and Continuation of Loans of a particular Type (other than Conversions provided for by Section 5.5.) shall be made pro rata among the Lenders according to the contrary contained herein, amounts of their respective Commitments (in the event that case of making of Loans) or their respective Loans (in the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency case of Conversions and Continuations of Loans) and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds then current Interest Period for each Lender's portion of each Loan of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign CurrencyType shall be coterminous.

Pro Rata Treatment. Except to as required under clause (d) of the extent otherwise provided herein: proviso of Section 2.05, Section 2.14, Section 2.15, or Section 2.16, (ia) each Committed Borrowing of a Class shall be made from the Lenders of such Class, and each termination or reduction refinancing of the amount of the Commitments of any Borrowing with a Class under Section 2.07, 2.09 or otherwise 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 Committed Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of Banks in accordance with their respective Commitments of such Class Available Commitments, (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iiib) each payment of commitment fees under Section 2.10 the Facility Fees and each reduction of the Commitments shall be made for the account of the Lenders allocated pro rata according among the Banks in accordance with their respective Commitments, (c) each payment or prepayment of principal (other than any prepayment pursuant to Section 2.24(d)) of any Committed Borrowing and each payment of interest on the average daily unutilized Loans comprising part of a Committed Borrowing shall be allocated pro rata among the Banks participating in such Borrowing in accordance with the respective principal amounts of their outstanding Loans comprising such Borrowing, (d) each Foreign Currency Revolving Borrowing shall be allocated pro rata among the Banks participating in such Borrowing, in accordance with their respective Commitments; Foreign Currency Bank Maximum Borrowing Amounts with respect to the applicable Foreign Currency and (ive) each payment or prepayment of principal of any Foreign Currency Revolving Borrowing and each payment of interest on the Loans comprising part of a Class by the Borrower Foreign Currency Revolving Borrowing shall be made for account of the Lenders or such Class allocated pro rata among the Banks participating in such Borrowing in accordance with the respective unpaid principal amounts of their outstanding Loans comprising such Borrowing. Except as required under clause (d) of the Loans proviso of such Class held by them; and (v) Section 2.05, each payment of interest on Loans of a Class by the Borrower any Competitive Borrowing shall be made for account of the Lenders of such Class allocated pro rata among the Banks participating in such Borrowing in accordance with the respective amounts of accrued and unpaid interest on their outstanding Competitive Loans comprising such Loans Borrowing. Each Bank agrees that in computing such Bank's portion of such Class then due and payable any Borrowing to be made hereunder, the respective Lenders; provided, however, that, notwithstanding anything to the contrary contained hereinAdministrative Agent may, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilizedits discretion, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds round each Bank's percentage of such Borrowing to prepay the Multicurrency Loans (without making next higher or lower whole dollar amount or the Equivalent Amount in the case of a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign CurrencyCurrency Borrowing.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) other than with respect to any Syndicated Borrowing requested pursuant to Section 2.20, each Syndicated Borrowing of a Class shall be made from the Lenders of such Class of Commitments and each Syndicated Borrowing of a Class requested pursuant to Section 2.20 shall be made from each Extending Lender, each payment of commitment fee under Section 2.11 shall be made for the account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class of Commitments or Final Maturity Date under Section 2.07, 2.09 or otherwise 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments or Final Maturity Date, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments or Final Maturity Date; (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 commitment fees under Section 2.10 principal of Syndicated Loans of a Class of Commitments or Final Maturity Date by the Borrower shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class of Commitments or Final Maturity Date pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments or Final Maturity Date held by them; and (viv) each payment of interest on Syndicated Loans of a Class of Commitments or Final Maturity Date by the Borrower shall be made for the account of the Lenders of such Class of Commitments or Final Maturity Date pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments or Final Maturity Date then due and payable to the respective Lenders; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. (a) Except to in the extent otherwise provided herein: (i) each Borrowing case of a Class Swingline Loans, all fundings, continuations and conversions of Loans shall be made from by the Lenders of such Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to on the amounts basis of their respective Commitments of such Class; (ii) each 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 initial funding of LoansLoans pursuant to SECTION 2.2) or on the basis of their respective outstanding Loans of such Class that are to be included in such Borrowing (in the case of continuations and conversions of Loans pursuant to SECTION 2.11, and continuations additionally in all cases in the event the Commitments have expired or have been terminated), as the case may be from time to time. All payments on account of principal of or interest on any Loans); (iii) each payment of commitment , fees under Section 2.10 shall be made or any other Obligations owing to or for the account of any one or more Lenders shall be apportioned ratably among such Lenders in proportion to the Lenders pro rata amounts of such principal, interest, fees or other Obligations owed to them respectively. (b) Each Lender agrees that if it shall receive any amount hereunder (whether by voluntary payment, realization upon security, exercise of the right of setoff or banker's lien, counterclaim or cross action, or otherwise, other than pursuant to SECTION 11.7) applicable to the payment of any of the Obligations that exceeds its ratable share (according to the average daily unutilized amounts proportion of their respective Commitments; (ivi) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans amount of such Class held by them; and (v) each payment of interest on 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 Obligations due and payable to such Lender at such time to (ii) the respective Lendersaggregate amount of such Obligations due and payable to all Lenders at such time) of payments on account of such Obligations then or therewith obtained by all the Lenders to which such payments are required to have been made, such Lender shall forthwith purchase from the other Lenders such participations in such Obligations as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided, however, thatthat if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, notwithstanding anything such purchase from each such other Lender shall be rescinded and each such other Lender shall repay to the contrary contained herein, in purchasing Lender the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely purchase price to the extent of such recovery, together with an amount equal to such other Lender's ratable share (according to the proportion of (i) the amount of such other Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to the provisions of this subsection may, to the fullest extent permitted by law, exercise any and all rights of payment (including, without limitation, setoff, banker's lien or counterclaim) with respect to such participation as fully as if such participant were a direct creditor of the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result in the amount of such prepayment participation. Subject to make SECTION 9.2 hereof, if under any applicable bankruptcy, insolvency or similar law, any Lender receives a Multicurrency Borrowing secured claim in an Agreed Foreign Currencylieu of a setoff to which this subsection applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this subsection to share in the benefits of any recovery on such secured claim.

Pro Rata Treatment. Except to the extent otherwise provided ------------------ herein: : (i) each Borrowing borrowing of Loans of a particular Class (including of a particular Series of Incremental Facility Loans) from the Lenders under Section 2.01 shall be made from the Lenders relevant Lenders, each payment of such Classcommitment fee under Section 2.11 in respect of Commitments of a particular Class (including of a particular Series of Incremental Facility Loans) shall be made for account of the relevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class (including of a particular Incremental Facility of Term Loans) under Section 2.07, 2.09 or otherwise 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 Borrowing Eurodollar Loans of any Class (including of a Class particular Series of Incremental Facility Loans) 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 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment by the Borrower of principal of Loans of a particular Class by the Borrower (including of a particular Series of Incremental Facility Loans) shall be made for account of the relevant Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (viv) each payment by the Borrower of interest on Loans of a particular Class by the Borrower (including of a particular Series of Incremental Facility 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; provided, however, that, notwithstanding anything 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 Lenders pro rata in accordance with the amount of participation fees then due and payable to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign CurrencyRevolving Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) other than with respect to any Borrowing requested pursuant to Section 2.21, each Borrowing of a Class shall be made from the Lenders of such ClassClass of Commitments and each Borrowing of a Class requested pursuant to Section 2.21 shall be made from each Extending Lender of such Class of Commitment and each Non-Extending Lender for which the Non-Extended Commitment Termination Date shall not have occurred of such Class of Commitment, and each termination or reduction of the amount of the Commitments of a Class of Commitments or Maturity Date under Section 2.07, 2.09 or otherwise 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments or Maturity Date, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments or Maturity Date; (ii) each Borrowing of a Class of Commitments or Maturity Date 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 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 2.11 shall be made for the account of the Lenders pro rata according to the average daily unutilized unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class of Commitments or Maturity Date by the Borrower shall be made for the account of the Lenders or of such Class of Commitments or Maturity Date pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class of Commitments or Maturity Date held by them; and (v) each payment of interest on Loans of a Class of Commitments or Maturity Date by the Borrower shall be made for the account of the Lenders of such Class of Commitments or Maturity Date pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to such Lenders. For the respective Lenders; providedavoidance of doubt, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) no payments shall be allocated solely to Non-Extending Lenders following the extent that occurrence and during the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result continuance of an Event of Default or if the Covered Debt Amount exceeds the Adjusted Gross Borrowing Base at such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencytime.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) , each Borrowing Loan borrowing, each payment or prepayment of a Class shall be made from principal of any Loan, each payment of fees and the Lenders Administrative Fees retained by the Agent for its own account), each reduction of such Classthe Working Capital Revolving Committed Amount, each reduction of the New Credit Agreement Revolving Committed Amount, and each termination conversion or reduction continuation of the amount of the Commitments of a Class under Section 2.07any Loan, 2.09 or otherwise 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 Borrowing of a 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 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans Working Capital Revolving Loan Commitment Percentages, New Credit Agreement Revolving Loan Commitment Percentages, Tranche A Term Loan Commitment Percentages and Tranche B Term Loan Commitment Percentages, as applicable, of such Class held by them; and Lenders (v) each payment of interest on Loans of a Class by or, if the Borrower shall be made for account of the Lenders Commitments of such Class pro rata Lenders have expired or been terminated, in accordance with the respective principal amounts of interest on such their outstanding Loans and Participation Interests of such Class Lenders); PROVIDED that, if any Lender shall have failed to pay its applicable pro rata share of any Loan, then due and any amount to which such Lender would otherwise be entitled pursuant to this Section shall instead be payable to the respective LendersAgent; providedPROVIDED FURTHER, however, that, notwithstanding anything to the contrary contained herein, that in the event that any amount paid to any Lender pursuant to this Section is rescinded or must otherwise be returned by the Borrower wishes Agent, each Lender shall, upon the request of the Agent, repay to make the Agent the amount so paid to such Lender, with interest for the period commencing on the date such payment is returned by the Agent until the date the Agent receives such repayment at a Multicurrency Borrowing in an Agreed Foreign Currency and rate per annum equal to, during the Multicurrency Commitments are fully utilizedperiod to but excluding the date two Business Days after such request, the Borrower may make a Borrowing under Federal Funds Rate, and thereafter, the Dollar Commitments Base Rate PLUS two percent (if otherwise permitted hereunder2%) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.per annum; and

Pro Rata Treatment. Except to All Loans under, and all payments and other amounts received in connection with, this Agreement (including, without limitation, amounts received as a result of the extent otherwise provided herein: (i) each Borrowing exercise by any Lender of a Class any right of set-off), shall be made from effectively shared by the Lenders of such Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise 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 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 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata ratably in accordance with the respective unpaid principal amounts Pro Rata Percentages of the Loans Lenders. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of such Class held by them; and (vany right of set-off, or otherwise) each payment of interest on Loans of a Class by the Borrower shall be made for account of the principal of, or interest on, or fees in respect of, any Note held by it (other than pursuant to Section 2.3(b), 2.5(a), 10.20, 10.21 or 10.22 or the normal and customary processing fees charged by an Issuer in connection with the issuance of or drawings under a Letter) in excess of its Pro Rata Percentage of payments on account of similar Notes obtained by all the Lenders, such Lender shall purchase from the other Lenders such participation in the Notes or Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided however, that if all or any portion of such Class pro rata in accordance with the amounts of interest on excess payment is thereafter recovered from such Loans of purchasing Lender, such Class then due purchase from each Lender shall be rescinded and payable such Lender shall repay to the respective Lenders; provided, however, that, notwithstanding anything to purchasing Lender the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely purchase price to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment recovery together with an amount equal to make such Lender's ratable share (according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Disproportionate payments of interest shall be shared by the purchase of separate participation in unpaid interest obligations, disproportionate payments of fees shall be shared by the purchase of separate participation in unpaid fee obligations, and disproportionate payments of principal shall be shared by the purchase of separate participation in unpaid principal obligations. Borrower agrees that any Lender so purchasing a Multicurrency Borrowing participation from another Lender pursuant to this Section 10.28 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. Notwithstanding the foregoing, a Lender may receive and retain an Agreed Foreign Currencyamount in excess of its Pro Rata Percentage to the extent, but only to the extent, that such excess results from such Lender's Highest Lawful Rate exceeding another Lender's Highest Lawful Rate.

Pro Rata Treatment. (a) Except for any payment, reimbursement or ------------------ other indemnity to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made from the Lenders of such Class, and each termination any Bank or reduction of the amount of the Commitments of a Class other indemnified person under Section 2.072.7(b), 2.09 2.10, 2.19 or otherwise shall be applied to the respective Commitments of the Lenders of such Class10.4 hereof, pro rata according to the amounts of their respective Commitments of such Class; (ii) each 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 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 for the account of the Lenders pro rata according 2.4 and 2.13 with respect to the average daily unutilized amounts of their respective Commitments; (iv) Swing Loans, each borrowing, each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) Revolving Credit Notes, each payment of interest on Loans the Revolving Credit Notes, each payment of a Class by any fee or other amount payable hereunder and each reduction of the Borrower Total Revolving Credit Commitment shall be made for account pro rata among the Banks in the proportions that their Revolving Credit Commitments bear to the Total Revolving Credit Commitment. (b) Unless the Agent shall have been notified in writing by any Bank prior to the time the Bank is required to fund any proposed borrowing that such Bank will not make the amount that would constitute its pro rata share of the Lenders borrowing on such date available to the Agent, the Agent may (assuming that the Agent has furnished such Bank with notice of the proposed borrowing as required under Section 2.5 hereof) assume that such Bank has made such amount available to the Agent on such date, and the Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is made available by such Bank to the Agent on a date after such borrowing date, such Bank shall pay to the Agent on demand an amount equal to the product of (i) the daily average Federal funds rate during such period as quoted by the Agent, times (ii) the amount of such Class Bank's pro rata in accordance with the amounts of interest on such Loans share of such Class then due borrowing, times (iii) a fraction the numerator of which is the number of days that elapse from and payable including such borrowing date to the respective Lenders; provided, however, that, notwithstanding anything date on which such Bank's pro rata share of such borrowing shall have become immediately available to the contrary contained hereinAgent and the denominator of which is 360. A certificate of the Agent submitted to any Bank with respect to any amounts owing under this subsection shall be conclusive in the absence of manifest error. If such Bank's pro rata share of such borrowing is not in fact made available to the Agent by such Bank within three (3) Business Days of such borrowing date, the Agent shall be entitled to recover such amount with interest thereon at the rate per annum applicable to the relevant Revolving Credit Loans hereunder, on demand, from the Borrower. (c) Notwithstanding the foregoing provisions of this Section 2.14, in the event that the Borrower wishes a Bank fails to make any amount that would constitute its pro rata share of a Multicurrency Borrowing borrowing available to the Agent, the Agent shall so notify the other Bank(s) whereupon such Bank(s) shall be required to make such amount available to the Agent on a pro rata basis between (or among) the Banks in the proportions that their Revolving Credit Commitments bear to the Total Revolving Credit Commitment, in an Agreed Foreign Currency and aggregate amount not to exceed the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds amount of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available Bank's Revolving Credit Commitment as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencyset forth on Schedule A attached hereto.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class borrowing from the Lenders under Section 2.1.(a) shall be made from the Lenders Lenders, each payment of such Classthe Fees under Section 3.6.(a), 3.6.(b) and the first sentence of Section 3.6.(c) shall be made for account of the Lenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise 2.11. 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; (ii) each 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 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (ivb) each payment or prepayment of principal of Revolving Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them, provided that if immediately prior to giving effect to any such payment in respect of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made, then such payment shall be applied to the Revolving Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Revolving Loans being held by the Lenders pro rata in accordance with their respective Commitments; and (vc) each payment of interest on Revolving 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; provided(d) the making, however, that, notwithstanding anything Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 5.5.) shall be made pro rata among the Lenders according to the contrary contained herein, amounts of their respective Commitments (in the event that case of making of Loans) or their respective Loans (in the case of Conversions and Continuations of Loans) and the then current Interest Period for each Lender's portion of each Loan of such Type shall be coterminous; (e) each prepayment of principal of Bid Rate Loans by the Borrower wishes pursuant to make a Multicurrency Borrowing Section 2.7.(b) shall be made for account of the Lenders then owed Bid Rate Loans pro rata in an Agreed Foreign Currency accordance with the respective unpaid principal amounts of the Bid Rate Loan then owing to each such Lender; and (f) the Multicurrency Commitments are fully utilizedLenders' participation in, the Borrower may make a Borrowing and payment obligations in respect of, Letters of Credit under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing Section 2.3., shall be pro rata in an Agreed Foreign Currencyaccordance with their respective Commitments.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.09 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 2.072.06, 2.09 Section 2.08 or otherwise 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 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 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), subject to Section 2.02(e); (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on 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 Loans of such Class held by them (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of Sections 2.08(e) and (f)); and (iv) each payment of interest on Loans of a Class by the Borrower shall be made for account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; and (iv) each payment of interest on Loans by the Borrower shall be made for account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.; provided, however, provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. (a) Except to as required under Section 2.15, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the extent otherwise provided herein: (i) Loans, each Borrowing payment of a Class shall be made from the Lenders Commitment Fees, each payment of such Classthe LC Fees, and each termination or reduction of the amount Revolving Credit Commitments and each refinancing of the Commitments any Borrowing with, conversion of any Borrowing to or continuation of any Borrowing as a Class under Section 2.07, 2.09 or otherwise 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 Borrowing of a Class any Type shall be allocated pro rata among the Lenders of such Class according to the amounts of in accordance with their respective applicable Commitments of (or, if such Class (in the case of the making of Loans) Commitments shall have expired 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata been terminated, in accordance with the respective unpaid principal amounts of their applicable outstanding Loans). Each Lender agrees that in computing such Lender's portion of any Borrowing to be made hereunder, the Loans Administrative Agent may, in its discretion, round each Lender's percentage of such Class held by them; and (v) each payment of interest on Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata Borrowing, computed in accordance with Section 2.01, to the amounts next higher or lower whole dollar amount. (b) If any Lender shall obtain any payment of interest or recovery with respect to any Obligations with proceeds of any sale of or other realization on any Collateral (including any Mortgaged Property) in which the Lenders as a whole do not have a pro rata Lien, and such Loans payment or recovery is in excess of its pro rata share of payments or recovery with respect to all Obligations then outstanding, such Lender shall purchase from the other Lenders such participations in Obligations held by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of such Class then due and payable to the respective other Lenders; provided, however, thatthat if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, notwithstanding anything the purchase shall be rescinded and each Lender which has sold a participation to the contrary contained hereinpurchasing Lender shall repay to the purchasing Lender the purchase price to the ratable extent of such recovery together with an amount equal to such selling Lender's ratable share (according to the proportion of (a) the amount of such selling Lender's required repayment to the purchasing Lender to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by law, exercise all its rights of payment with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds amount of such Borrowing participation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely which this Section applies, such Lender shall, to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result practicable, exercise its rights in respect of such prepayment secured claim in a manner consistent with the rights of the Lenders entitled under this Section to make a Multicurrency Borrowing share in an Agreed Foreign Currencythe benefits of any recovery on such secured claim.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (ia) each Borrowing borrowing of Loans of a particular Class (including of a particular Series of Incremental Facility Loans) from the Lenders under Section 2.01 hereof shall be made from the Lenders relevant Lenders, each payment of such Classcommitment fee under Section 2.05 hereof in respect of Commitments of a particular Class shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.07, 2.09 or otherwise 2.04 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 Borrowing except as otherwise provided in Section 5.04 hereof, Eurodollar Loans of any Class (including of a Class particular Series of Incremental Facility Loans) 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, Tranche A Term Loan, Tranche B Term Loan and Incremental Facility Loan Commitments of such Class the relevant Series (in the case of the making of Loans) or their respective Revolving Credit, Term and Incremental Facility Loans of such Class that are to be included in such Borrowing the relevant Series (in the case of conversions Conversions and continuations Continuations of Loans); ; (iiic) each payment or prepayment of commitment fees under Section 2.10 principal of Revolving Credit Loans, Tranche A Term Loans, Tranche B Term Loans and Incremental Facility Loans by the Borrowers shall be made for the account of the relevant Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and and (vd) each payment of interest on Revolving Credit Loans, Tranche A Term Loans, Tranche B Term Loans of a Class and Incremental Facility Loans by the Borrower Borrowers shall be Credit Agreement 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; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent otherwise provided ------------------ herein: : (ia) each Borrowing borrowing of Loans of a particular Class (including of a particular Series of Incremental Facility Loans) from the Lenders under Section 2.01 hereof shall be made from the Lenders relevant Lenders, each payment of such Classcommitment fee under Section 2.05 hereof in respect of Commitments of a particular Class shall be made for account of the relevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.07, 2.09 or otherwise 2.04 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 Borrowing except as otherwise provided in Section 5.04 hereof, Eurodollar Loans of any Class (including of a Class particular Series of Incremental Facility Loans) 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, Term Loan and Incremental Facility Loan Commitments of such Class the relevant Series (in the case of the making of Loans) or their respective Revolving Credit, Term and Incremental Facility Loans of such Class that are to be included in such Borrowing the relevant Series (in the case of conversions Conversions and continuations Continuations of Loans); ; (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (ivc) each payment or prepayment of principal of Revolving Credit, Term and Incremental Facility Loans of a Class by the Borrower Borrowers shall be made for account of the relevant Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and and (vd) each payment of interest on Revolving Credit, Term and Incremental Facility Loans of a 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 Loans of such Class then due and payable to the respective Lenders; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class from the Lenders under Section 2.01 hereof shall be made from the Lenders relevant Lenders, each payment of such Classcommitment fee under Section 2.11 hereof in respect of Commitments of a particular Class shall be made for account of the relevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.07, 2.09 or otherwise 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 Borrowing Syndicated 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 Syndicated Loans); (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment by the Borrowers of principal of Syndicated Loans of a particular Class by the Borrower shall be made for account of the relevant Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (viv) each payment by the Borrowers 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 Syndicated Loans of such Class then due and payable to the respective Lenders; provided, however, that, notwithstanding anything and (v) each payment by the Borrowers 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 contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign CurrencyRevolving Credit Lenders.

Pro Rata Treatment. Except in respect of each Swingline Facility and the L/C Obligations (but subject to Sections 2.11(d) and 2.12(c), as applicable) and except to the extent otherwise provided herein: (i) , each Borrowing of a Class shall payment to be made from the Lenders of such Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise 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 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 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 Administrative Agent for the account of the Lenders pro rata according relevant Swingline Facility Lender pursuant to Section 2.12(c) or the average daily unutilized amounts of their respective Commitments; (iv) relevant Issuing Lender pursuant to Section 2.11(d), each payment or prepayment of the principal amount of Loans any Loan, each payment of a Class by fees (other than fees to be paid to an Agent for its own account), each reduction of the Borrower Aggregate Committed Amount, and each conversion or continuation of any Loan, shall be made allocated (subject to Section 3.8) pro rata among the Relevant Lenders in accordance with their respective Commitment Percentages; provided that, if any Relevant Lender shall have failed to advance its Commitment Percentage of any Loan, then any amount to which such Lender would otherwise be entitled pursuant to this Section 3.12 shall instead be payable to the Administrative Agent for distribution to the other Relevant Lenders or to reimburse the Administrative Agent in respect thereof or to the Administrative Agent for the account of the Lenders Swingline Facility Lender pursuant to Section 2.12(c) or for the account of the Issuing Lender pursuant to Section 2.11(d), until the Commitment Percentage of such Loan not funded by such Defaulting Lender has been repaid in full and provided further that if any amount paid to any Lender pursuant to this Section 3.12 is not actually received by the Administrative Agent on the due date therefor or is rescinded or must otherwise be returned by the Administrative Agent or such Class pro rata in accordance with Lender to the respective unpaid principal amounts Relevant Borrower, such Lender shall, upon the request of the Loans Administrative Agent, repay to the Administrative Agent the amount so paid to such Lender, with interest for the period commencing on the date such payment was paid to such Lender by the Administrative Agent until the date the Administrative Agent receives such repayment at a rate equal to, during the period to but excluding the date two (2) Business Days after such request: (a) in the case of such Class held by themany U.S. Dollar obligation, the Federal Funds Rate plus 200 basis points and thereafter the U.S. Base Rate plus 200 basis points; (b) in the case of any Canadian Dollar obligation, the Bank of Canada Overnight Rate plus 200 basis points, and thereafter the Canadian Prime Rate plus 200 basis points; and (vc) each payment in the case of any Euro obligation, the Canadian Prime Rate plus 200 basis points. The Administrative Agent, upon receipt of any such amount and interest thereon to be paid to a Relevant Lender, shall promptly pay such amount to the Relevant Lender by depositing the same in the Relevant Lender's Account, and such Relevant Lender agrees to accept the interest paid on Loans any such amount, calculated as aforesaid, in full satisfaction of a Class any claim by the Borrower shall be made for account it for, on account, in lieu of the Lenders of such Class pro rata or in accordance with the amounts satisfaction of interest on such Loans of such Class then due and payable to the respective Lenders; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencyamount.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing borrowing of Loans of a particular Class from the Banks under Section 2.01 hereof shall be made from the Lenders relevant Banks, each payment of such Classcommitment fee under Section 2.07 hereof in respect of Commitments of a particular Class shall be made for account of the relevant Banks, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.07, 2.09 or otherwise 2.06 hereof shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Banks, pro rata according to the amounts of their respective Commitments of such Class; (iib) each Borrowing the making, Conversion and Continuation of Revolving Credit Loans and Term Loans of a Class particular Type (other than Conversions provided for by Section 5.04 hereof) shall be allocated made pro rata among the Lenders of such Class relevant Banks according to the amounts of their respective Revolving Credit and Term Loan Commitments of such Class (in the case of the making of Loans) or their respective Revolving Credit Loans of such Class that are to be included in such Borrowing and Term Loans (in the case of conversions Conversions and continuations Continuations of Loans)) and the then current Interest Period for each Eurodollar Loan shall be coterminous; (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (ivc) each payment or prepayment of principal of Revolving Credit Loans of a Class and Term Loans by the Borrower Company shall be made for account of the Lenders or such Class relevant Banks pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (vd) each payment of interest on Revolving Credit Loans of a Class and Term Loans by the Borrower Company shall be made for account of the Lenders of such Class relevant Banks pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; providedBanks. Notwithstanding the foregoing, howeverborrowings, that, notwithstanding anything payments and prepayments of Swingline Loans shall be made without regard to the contrary contained hereinforegoing provisions of this Section 4.02; provided that each mandatory prepayment made pursuant to Section 2.12 hereof in respect of Revolving Credit Loans shall be applied ratably to all Revolving Credit Loans (including, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilizedwithout limitation, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Swingline Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency).

Pro Rata Treatment. Except to the extent otherwise provided herein: : (ia) each Borrowing borrowing of Loans of a particular Class (including of a particular Series of Incremental Facility Loans) from the Lenders under Section 2.01 hereof shall be made from the Lenders relevant Lenders, each payment of such Classcommitment fee under Section 2.05 hereof in respect of Commitments of a particular Class shall be made for the account of the relevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.07, 2.09 or otherwise 2.04 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 Borrowing except as otherwise provided in Section 5.04 hereof, Eurodollar Loans of any Class (including of a Class particular Series of Incremental Facility Loans) 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, Tranche A Term Loan, Tranche B-0 Xxxx Xxxx, Xxxxxxx X-0 Term Loan and Incremental Facility Loan Commitments of such Class the relevant Series (in the case of the making of Loans) or their respective Revolving Credit, Term and Incremental Facility Loans of such Class that are to be included in such Borrowing the relevant Series (in the case of conversions Conversions and continuations Continuations of Loans); ; (iiic) each payment or prepayment of commitment fees under Section 2.10 principal of Revolving Credit Loans, Tranche A Term Loans, Tranche B Term Loans and Incremental Facility Loans by the Borrowers shall be made for the account of the relevant Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and and (vd) each payment of interest on Revolving Credit Loans, Tranche A Term Loans, Tranche B Term Loans of a Class and Incremental Facility Loans 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; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ii)(x) other than with respect to any Borrowing requested pursuant to Section 2.22(a), each Borrowing of a Class shall be made from the Lenders of such Class of Commitments, (y) other than the payment of a commitment fee to a Non-Extending Lender on the earlier of the date its Revolving Commitments terminate and its applicable Non-Extended Commitment Termination Date each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and (z) other than with respect to any termination or reduction of Commitments or prepayment of Loans in accordance with Section 2.08(f), each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.07, 2.09 or otherwise 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) other than with respect to any Borrowing requested pursuant to Section 2.22(a), each 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 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 other than in connection with a termination or reduction of Commitments or prepayment of Loans in accordance with Section 2.08(f), the payment of commitment fees under a Non-Extending Lender’s Non-Extended Loans on such Non-Extending Lender’s Non-Extended Final Maturity Date pursuant to Section 2.10 shall be made for the account of the Lenders pro rata according 2.09(a) or a mandatory prepayment pursuant to the average daily unutilized amounts of their respective Commitments; (iv) Section 2.10(d), each payment or prepayment of principal of Loans of a Class of Commitments by the Borrower shall be made for account of the Lenders or of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class of Commitments held by them; and (viv) other than the payment of interest to a Non-Extending Lender on the earlier of the date its Commitments terminate and its applicable Non-Extended Final Maturity Date, each payment of interest on 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; provided, however, that, notwithstanding anything . Each Borrowing requested pursuant to Section 2.22(a) shall be made from each Extending Lender and Non-Extending Lender for which the Non-Extended Commitment Termination Date shall not have occurred on a pro rata basis according to the contrary contained hereinamounts of their respective Commitments. Any termination or reduction of Commitments or prepayment of Loans made in accordance with Section 2.08(f) (including any payment or prepayment of principal of Loans in connection therewith), in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment shall be applied to the Dollar applicable Non-Extending Lender(s) on a pro rata basis according to the amounts of their respective Commitments or Loans, as applicable, any payment of Non-Extended Loans on a Non-Extended Final Maturity Date pursuant to Section 2.09(a) shall be made for the account of each Non-Extending Lender for which the applicable Non-Extended Final Maturity Date shall have occurred pro rata in accordance with the respective unpaid principal amounts of the Non-Extended Loans held by them and any mandatory prepayment of Non-Extended Loans pursuant to Section 2.10(d) shall be made for account of each Non-Extending Lender for which the applicable Non-Extended Commitment Termination Date shall have occurred pro rata in accordance with the respective unpaid principal amounts of the Non-Extended Loans held by them. For the avoidance of doubt, no payments shall be allocated solely to Non-Extending Lenders following the extent that occurrence and during the Borrower substantially concurrently therewith utilizes continuance of an Event of Default or at any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency time the Borrowing in an Agreed Foreign CurrencyBase exceeds the Covered Debt Amount.

Pro Rata Treatment. Except Subject to the extent otherwise provided herein: (i) each Borrowing express provisions of a Class shall this Agreement which require, or permit, different payments to be made from to non-Defaulting Lenders as opposed to Defaulting Lenders and except as provided below in this Section 2.17 and Section 2.15, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Lenders Loans, each payment of such Classthe Facility Fees, and each termination or reduction of the amount Term Loan Commitments or the Revolving Credit Commitments and each conversion of the Commitments any Borrowing to or continuation of any Borrowing as a Class under Section 2.07, 2.09 or otherwise 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 Borrowing of a Class any Type shall be allocated pro rata among the Lenders of in accordance with their respective applicable Commitments (or, if such Class according to Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their respective outstanding Loans). For purposes of determining the available Domestic Revolving Credit Commitments or Multicurrency Revolving Credit Commitments of such Class the Lenders at any time, each outstanding Swingline Loan shall be deemed to have utilized the Domestic Revolving Credit Commitments (in the case of a Domestic Swingline Loan) or Multicurrency Revolving Credit Commitments (in the making case of a N.Z. Swingline Loan) of the Lenders (including those Lenders which shall not have made Swingline Loans) pro rata in accordance with such respective Domestic Revolving Credit Commitments or Multicurrency Revolving Credit Commitments. Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole dollar amount. Notwithstanding the foregoing, (a) if Letters of Credit are requested to be issued or Swingline Loans are requested to be made under the Revolving Credit Commitments of a Class at any time that there exists a Defaulting Lender under the Revolving Credit Commitments of such Class then, unless a Default or an Event of Default shall have occurred and be continuing, (i) all or any part of such Defaulting Lender’s aggregate L/C Exposure or Swingline Exposure under such Class shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Percentages, but only to the extent the sum of all non-Defaulting Lenders’ Revolving Credit Exposure under such Class plus such Defaulting Lender’s aggregate principal amount of all L/C Exposure and Swingline Exposure, as the case may be under such Class, does not exceed the total of all non-Defaulting Lenders’ Revolving Credit Commitments of such Class, and (ii) if the reallocation described in clause (i) cannot, or can only partially, be effected, the applicable Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure under such Class and (y) second, cash collateralize for the benefit of the Issuing Bank only such Borrower’s obligations corresponding to such Defaulting Lender’s aggregate L/C Exposure under such Class (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.23(j) for so long as such L/C Exposure is outstanding, and (b) unless an Event of Default shall have occurred and be continuing, a Borrower may elect that voluntary prepayments of Revolving Loans made pursuant to Section 2.12(a) not be applied to the Revolving Loans of a Defaulting Lender. For the avoidance of doubt, neither this Section 2.17 nor Section 2.18 shall limit the ability of any Borrower to (i) purchase and retire Term Loans pursuant to the Auction Procedures or (ii) pay fees and interest with respect to Other Revolving Loans or Other Term Loans following the effectiveness of any Loan Modification Offer on a basis different from the Loans of such Class that are will continue 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 the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on 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 that were not Accepting Lenders; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class borrowing from Lenders under Section 2.1. shall be made from the Lenders Lenders, each payment of such Classthe fees under Sections 3.6. shall be made for the account of the Lenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 2.13. or otherwise pursuant to this Agreement 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 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 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 commitment fees under Section 2.10 principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them, provided that if immediately prior to giving effect to any such payment in respect of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not b e held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made, then such payment shall be applied to the Revolving Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Revolving Loans being held by the Lenders pro rata in accordance with their respective Commitments; and (vc) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided, however, that, notwithstanding anything (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 5.5. shall be made pro rata among the Lenders according to the contrary contained herein, in amounts of their respective Revolving Loans and the event that then current Interest Period for each Lender’s portion of each Revolving Loan of such Type shall be coterminous; (e) each prepayment of principal of Bid Rate Loans by the Borrower wishes pursuant to make a Multicurrency Borrowing Section 2.8.(b)(iii) shall be made for account of the Lenders then owed Bid Rate Loans pro rata in an Agreed Foreign Currency accordance with the respective unpaid principal amounts of the Bid Rate Loans then owing to each such Lender; (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.4., shall be in accordance with their respective Pro Rata Shares; and (g) the Multicurrency Commitments are fully utilizedLenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.3., shall be Pro Rata. All payments of principal, interest, fees and other amounts in respect of the Borrower may make a Borrowing under Swingline Loans shall be for the Dollar Commitments account of the Swingline Lender only (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely except to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as Lender shall have acquired a result of participating interest in any such prepayment Swingline Loan pursuant to make a Multicurrency Borrowing in an Agreed Foreign CurrencySection 2.4.).

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class borrowing from the Lenders under Section 2.1 hereof shall be made (x) in the case of Term Loans B, ratably from the Term Loan B Lenders in accordance with the amounts set forth opposite their signature lines hereto under the heading “Term Loan B”, and (y) in the case of such ClassRevolving Loans, ratably from the Revolving Loan Lenders in accordance with their respective Revolving Loan Commitments, provided that borrowings of Swing Loans shall be for Chase’s own account; (b) each payment of revolving loan commitment fees shall be made for the account of the Revolving Loan Lenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise shall be applied to the respective Revolving Loan Commitments of the Revolving Loan Lenders of such Classunder Section 2.3 hereof shall be applied, pro rata rata, according to the amounts of their Revolving Loan Lenders’ respective Commitments of such ClassRevolving Loan Commitments; (ii) each 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 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 by Borrower of commitment fees under Section 2.10 principal of or interest on the Term Loans B or Revolving Loans, as the case may be, prior to the occurrence of an Event of Default (or after the applicable Event of Default shall have been fully cured) shall be made to Agent for the account of the Lenders pro rata according in accordance with the respective unpaid principal amounts of such Term Loans B or Revolving Loans, as the case may be, held by the Lenders, provided that payments of Swing Loans prior to the average daily unutilized amounts occurrence of their respective Commitmentsan Event of Default (or after the applicable Event of Default shall have been fully cured) shall be for Chase’s own account; (ivd) subject to the provisions of Sections 3.2(f) hereof, each payment or prepayment by Borrower of principal of or interest on the Term Loans B or Revolving Loans (including Swing Loans), as the case may be, after an Event of a Class by the Borrower Default shall have occurred and be continuing shall be made to Agent for the account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class Obligations held by them; and the Lenders (v) each payment of interest on Loans of a Class by the Borrower i.e. such payments shall be made for account shared by all 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 not restricted to the respective Lenders; providedholders of the Swing Note or Revolving Notes or Term Loans B, howeverregardless of any attempted contrary designation by Borrower), that, notwithstanding anything to and (e) the contrary contained herein, Revolving Loan Lenders (other than the applicable Issuer) shall purchase from the applicable Issuer participations in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds each Letter of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely Credit to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencytheir respective Revolving Loan Commitment Percentages.

Pro Rata Treatment. Except to as otherwise specified in this Agreement, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the extent otherwise provided herein: (i) Loans, each Borrowing payment of a Class shall be made from the Lenders of such ClassFacility Fees, and each termination or reduction of the amount Term Loan Commitments or the Revolving Credit Commitments and each conversion of the Commitments any Borrowing to or continuation of any Borrowing as a Class under Section 2.07, 2.09 or otherwise 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 Borrowing of a Class any Type shall be allocated pro rata among the Lenders of such Class according to the amounts of in accordance with their respective Loans or Commitments of such Class a given Class. For purposes of determining the available Domestic Revolving Credit Commitments or Multicurrency Revolving Credit Commitments of the Lenders at any time, each outstanding Competitive Loan or N.Z. Swingline Loan shall be deemed to have utilized the Domestic Revolving Credit Commitments (in the case of the making of Loansa Competitive Loan) or Multicurrency Revolving Credit Commitments (in the case of a N.Z. Swingline Loan) of the Lenders (including those Lenders which shall not have made Competitive Loans or N.Z. Swingline Loans, as the case may be) pro rata in accordance with such respective Domestic Revolving Credit Commitments or Multicurrency Revolving Credit Commitments. Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole dollar amount. Notwithstanding the foregoing, (a) if Letters of Credit are requested to be issued or N.Z. Swingline Loans are requested to be made under the Revolving Credit Commitments of a Class at any time that there exists a Defaulting Lender under the Revolving Credit Commitments of such Class then, (i) all or any part of such Defaulting Lender’s aggregate L/C Exposure or N.Z. Swingline Exposure under such Class shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Percentages, but only to the extent the sum of all non-Defaulting Lenders’ Revolving Credit Exposure under such Class plus such Defaulting Lender’s aggregate principal amount of all L/C Exposure and N.Z. Swingline Exposure, as the case may be under such Class, does not exceed the total of all non-Defaulting Lenders’ Revolving Credit Commitments of such Class, and (ii) if the reallocation described in clause (i) cannot, or can only partially, be effected, the applicable Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such remaining N.Z. Swingline Exposure under such Class and (y) second, cash collateralize for the benefit of each applicable Issuing Bank only such Borrower’s obligations corresponding to such Defaulting Lender’s aggregate L/C Exposure under such Class (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.23(j) for so long as such L/C Exposure is outstanding, and (b) a Borrower may elect that prepayments of Loans made pursuant to Section 2.12(a) not be applied to the Revolving Loans of a Defaulting Lender. For the avoidance of doubt, neither this Section 2.17 nor Section 2.18 shall limit the ability of any Borrower to (i) make a Purchase of and retire Purchased Loans or (ii) pay fees and interest with respect to Other Revolving Loans or Other Term Loans following the effectiveness of any Loan Modification Offer on a basis different from the Loans of such Class that are will continue 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 the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on 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 that were not Accepting Lenders; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class borrowing from the Lenders under Section 2.01 and 2.04 hereof shall be made from the Lenders Lenders, each payment of such Classcommitment fee under Section 2.07 hereof shall be made for account of the Lenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise 2.06 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 Borrowing the making, Conversion and Continuation of Loans of a Class particular Type (including by way of requests for the issuance of Bankers' Acceptances) (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 LoansLoans or issuing of Bankers' Acceptances) 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)Loans or Bankers' Acceptances) and the then current Interest Period for each Eurodollar Loan and each BA Loan or the Maturity Date for each such Bankers' Acceptance, as the case may be, shall be coterminous; (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (ivc) each payment or prepayment of principal of Loans of a Class or Bankers' Acceptances by the Borrower Company shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts Principal Amounts of the Loans of such Class and Bankers' Acceptances held by them; PROVIDED that if immediately prior to giving effect to any such payment in respect of any Loans or Bankers' Acceptances the outstanding Principal Amount of the Loans and Bankers' Acceptances shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans or Bankers' Acceptances were made then such payment shall be applied to the Loans and Bankers' Acceptances in such manner as shall result, as nearly as is practicable, in the outstanding Principal Amount of the Loans and Bankers' Acceptances being held by the Lenders pro rata in accordance with their respective Commitments; and (vd) each payment of interest on Loans and any payment of a Class Bankers' Acceptances on the Maturity Date thereof 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 or Bankers' Acceptance, as the case may be, then due and payable to the respective Lenders; provided, however, that, notwithstanding anything . After delivery of a notice accelerating payment of the amounts due hereunder: (i) each Lender will at any time or from time to time upon the contrary contained hereinrequest of the Administrative Agent as required by any Lender purchase portions of the borrowings made available by the other Lenders which remain outstanding and make any other adjustments which may be necessary or appropriate, in the event order that the Borrower wishes amount of borrowings made available by each Lender which remain outstanding, as adjusted pursuant to make a Multicurrency Borrowing this Section 4.02, will be in an Agreed Foreign Currency the same proportions as the Lenders' Commitments immediately prior to that notice being sent; and (ii) the amount of any repayment made by the Company under this Agreement, and the Multicurrency Commitments are fully utilized, amount of any proceeds of the Borrower may make a Borrowing exercise of any rights or remedies of the Lenders under the Dollar Commitments (if otherwise permitted Loan Documents, which are to be applied against amounts owing hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making , will be applied in a ratable prepayment to the Dollar Loans) solely manner so that to the extent that possible the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments amount of borrowings made available by each Lender which remain outstanding after giving effect to such application will be in the same proportions as the Lenders' Commitments immediately prior to that notice being sent. The Company agrees to be bound by and to do all things necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders pursuant to Section 4.08(b) and this Section 4.02. Notwithstanding the provisions of this Section 4.02, until BOM has given notice of the advance of a result Swingline Loan to the Administrative Agent pursuant to Section 2.05(c) hereof, borrowings, payments and prepayments of such prepayment Swingline Loans shall be made without regard to make a Multicurrency Borrowing in an Agreed Foreign Currencythe foregoing provisions of this Section 4.02.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class borrowing from the Revolving Lenders under Sections 2.1(a), 2.3(e) and 2.4(e) shall be made from such Lenders, each payment of the Lenders Fees under Section 3.6(a), Section 3.6(b) and under the first sentence of such ClassSection 3.6(c) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments of a Class under Section 2.07, 2.09 or otherwise 2.12 shall be applied to the respective Revolving Commitments of the Lenders of such ClassRevolving Lenders, in each case pro rata according to the amounts of their respective Commitments of such ClassRevolving Commitments; (ii) each 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 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 commitment fees under Section 2.10 principal of Revolving Loans by the Borrower shall be made for the account of the Revolving Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them; and (vc) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Revolving 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(d) subject to Section 2.8(a)(ii), howevereach payment or prepayment of principal of Tranche A Term Loans by the Borrower shall be made for the account of the Tranche A Lenders pro rata in accordance with the respective unpaid principal amounts of the Tranche A Term Loans held by them, that, notwithstanding anything and each payment or prepayment of principal of Tranche B Term Loans by the Borrower shall be made for the account of the Tranche B Lenders pro rata in accordance with the respective unpaid principal amounts of the Tranche B Term Loans held by them; (e) each payment of interest on Tranche A Term Loans by the Borrower shall be made for the account of the Tranche A Lenders pro rata in accordance with the amounts of interest on the Tranche A Term Loans then due and payable to the contrary contained hereinTranche A Term Lenders, in the event that and each payment of interest on Tranche B Term Loans by the Borrower wishes shall be made for the account of the Tranche B Lenders pro rata in accordance with the amounts of interest on the Tranche B Term Loans then due and payable to make the Tranche B Term Lenders; (f) the Conversion and Continuation of Revolving Loans or Term Loans of a Multicurrency Borrowing in an Agreed Foreign Currency particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the applicable Lenders according to the amounts of their respective Revolving Loans or Term Loans, as applicable, and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds then current Interest Period for each applicable Lender’s portion of each such Loan of such Borrowing to prepay Type shall be coterminous; (g) the Multicurrency Revolving Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.4, shall be pro rata in accordance with their respective Revolving Commitments; and (h) the Revolving Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (without making a ratable prepayment to the Dollar Loans) solely except to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as Revolving Lender shall have acquired and funded a result of participating interest in any such prepayment Swingline Loan pursuant to make a Multicurrency Borrowing Section 2.3(e), in an Agreed Foreign Currencywhich case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made from the Lenders of such ClassAll Loans under, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07all payments and other amounts received in connection with this Agreement (including without limitation, 2.09 or otherwise 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 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 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on 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; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available received as a result of the exercise by any Lender of any right of set-off) shall be effectively shared by the Lenders ratably in accordance with their respective Pro Rata Percentages. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the principal of, or interest on, or fees in respect of, any Note held by it (other than pursuant to Section 5) in excess of its Pro Rata Percentage of payments on account of similar Notes obtained by all the Lenders, such prepayment Lender shall forthwith purchase from the other Lenders such participations in the Notes or Loans made by them as shall be necessary to make cause such purchasing Lender to share the excess payment ratably with each of them; provided however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of: (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Disproportionate payments of interest shall be shared by the purchase of separate participations in unpaid interest obligations, disproportionate payments of fees shall be shared by the purchase of separate participations in unpaid fee obligations, and disproportionate payments of principal shall be shared by the purchase of separate participations in unpaid principal obligations. The Borrower agrees that any Lender so purchasing a Multicurrency Borrowing participation from another Lender pursuant to this Section 13.27 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set- off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, a Lender may receive and retain an Agreed Foreign Currencyamount in excess of its Pro Rata Percentage to the extent, but only to the extent, that such excess results from such Lender's Highest Lawful Rate exceeding another Lender's Highest Lawful Rate.

Pro Rata Treatment. Except to the extent otherwise provided ------------------ herein: (ia) each Borrowing borrowing of Syndicated Loans of a particular Class from the Banks under Section 2.01 hereof shall be made from the Lenders Banks, each payment of such ClassFees under Sections 2.05(a) and (b) hereof shall be made for account of the Banks, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise 2.04 hereof shall be applied to the respective Commitments of the Lenders of such ClassBanks, pro rata according to the amounts of their respective Commitments of such ClassCommitments; (iib) each Borrowing the making, Conversion and Continuation of Revolving Loans, Series I Term Loans and Series II Term Loans of a Class particular Type (other than Conversions provided for by Section 5.04 hereof) shall be made pro rata among the relevant Banks according to the amounts of their respective Revolving Credit, Series I Term Loan and Series II Term Loan Commitments (in the case of making of Loans) or their respective Revolving Credit, Series I Term Credit Agreement ---------------- Loans and Series II Term Loans of a particular Type (other than Conversions provided for by Section 5.04 hereof) shall be made pro rata among the relevant Banks according to the amounts of their respective Revolving Credit, Series I Term Loan and Series II Term Loan Commitments (in the case of making of Loans) or their respective Revolving Credit, Series I Term Loan and Series II Term Loans (in the case of Conversions and Continuations of Loans); (c) except as otherwise provided in Section 5.04 hereof, Eurodollar Loans having the same Interest Period shall be allocated pro rata among the Lenders of such Class Banks according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (ivd) each payment or prepayment of principal of Syndicated Loans of a any Class and Type by the Borrower Company shall be made for account of the Lenders or such Class Banks pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class and Type held by themthe Banks; and (ve) each payment of interest on Syndicated Loans of a any Class and Type by the Borrower Company shall be made for account of the Lenders of such Class Banks pro rata in accordance with the amounts of interest on such Syndicated Loans of such Class then and Type due and payable to the respective Lenders; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign CurrencyBanks.

Pro Rata Treatment. Except For purposes of this Section, “Pro-Rata Share” means, when calculating a Person’s portion of any distribution or amount, that amount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Person’s Senior Obligations or Derivatives Obligations constituting Finance Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Senior Obligations or all Derivatives Obligations constituting Finance Obligations, as the case may be. When payments to the extent otherwise provided herein: Finance Parties are based upon their respective Pro-Rata Shares, the amounts received by the Finance Parties hereunder shall be applied (for purposes of making determinations under this Section 8.04 only) (i) each Borrowing of a Class shall be made from the Lenders of such Classfirst, to their Senior Obligations and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise 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) second, to their Derivatives Obligations. If any payment to any Finance Party of its Pro-Rata Share of any distribution would result in overpayment to such Finance Party, such excess amount shall instead be distributed in respect of the unpaid Senior Obligations or Derivatives Obligations constituting Finance Obligations, as the case may be, of the other Finance Parties with each Borrowing Finance Party whose Senior Obligations or Derivatives Obligations constituting Finance Obligations, as the case may be, have not been paid in full to receive an amount equal to such excess amount multiplied by a fraction the numerator of a Class shall be allocated pro rata among which is the Lenders unpaid Senior Obligations or Derivatives Obligations constituting Finance Obligations, as the case may be, of such Class according to Finance Party and the amounts denominator of their respective Commitments of such Class (in which is the unpaid Senior Obligations or Derivatives Obligations constituting Finance Obligations, as the case may be, of all Finance Parties entitled to such distribution. Notwithstanding the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on 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; provided, however, that, notwithstanding anything to the contrary contained hereinforegoing, in the event that the Borrower wishes sum of all outstanding Derivatives Obligations incurred pursuant to make Section 7.01(xx) and owing to the Finance Parties exceeds $20,000,000 such that a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilizedportion of such Derivatives Obligations does not constitute Finance Obligations, then for purposes of calculating each Person’s Pro-Rata Share, the Borrower may make a Borrowing under dollar amount of such excess (such amount, the Dollar Commitments (if otherwise permitted hereunder“Excess Amount”) shall be allocated among all holders of Derivatives Obligations incurred pursuant to Section 7.01(xx) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment owing to the Dollar LoansFinance Parties on a pro rata basis so as to reduce each such Person’s amount of Derivatives Obligations incurred pursuant to Section 7.01(xx) solely that constitute Finance Obligations by a pro rata amount. This will be done by calculating the percentage that the Excess Amount constitutes of all Derivatives Obligations incurred pursuant to Section 7.01(xx) and owing to the extent that Finance Parties and then reducing the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result amount of each Person’s Derivatives Obligations by such prepayment percentage. For the avoidance of doubt, Derivatives Obligations other than those incurred pursuant to make a Multicurrency Borrowing in an Agreed Foreign CurrencySection 7.01(xx) shall not be so reduced.

Pro Rata Treatment. Except to the extent otherwise provided herein: : (i) each Borrowing of a Class shall be made from the Lenders of such Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise 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 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 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on 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; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower Xxxxxxxx wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing borrowing of Loans under a Class particular Facility from the Lenders under Section 2.01 hereof shall be made from the Lenders relevant Lenders, each payment of such ClassNon-Utilization Fee under Section 2.05 hereof in respect of Commitments under a particular Facility shall be made for account of the relevant Lenders, and each termination or reduction of the amount of the Commitments of under a Class particular Facility under Section 2.07, 2.09 or otherwise 2.04 hereof shall be applied to the respective Commitments under such Facility of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of under such ClassFacility; (iib) each Borrowing of a Class except as otherwise provided in Section 5.04 hereof, Eurodollar Loans under any Facility 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 under such Class Facility (in the case of the making of Loans) or their respective Loans of under such Class that are to be included in such Borrowing Facility (in the case of conversions Conversions and continuations Continuations of Loans); (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (ivc) each payment or prepayment of principal of Loans of under a Class particular Facility by the a Borrower shall be made for account of the relevant Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of under such Class Facility held by them; and (vd) each payment of interest on Loans of under a Class particular Facility by the relevant 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; provided. Notwithstanding the foregoing, howeverborrowings, that, notwithstanding anything payments and prepayments of Swingline CREDIT AGREEMENT Loans shall be made without regard to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds foregoing provisions of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencythis Section 4.02.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Revolving Borrowing of a Class shall be made from the Revolving Lenders, each payment of the Unused Line Fee under Section 2.11 shall be made for account of the Revolving Lenders, each payment of the Letter of Credit Fees under Section 2.11 shall be made for account of the Revolving Lenders of such Class, and each termination or reduction of the amount of the Revolving Commitments of a Class under Section 2.07, 2.09 or otherwise 1.7 shall be applied to the respective Revolving Commitments of the Lenders of such ClassRevolving Lenders, pro rata according to the amounts of their respective Commitments of such ClassRevolving Commitments; (ii) each Revolving Borrowing of a Class shall be allocated pro rata among the Revolving Lenders of such Class according to the amounts of their respective Revolving Commitments of such Class (in the case of the making of Revolving Loans) or their respective Revolving 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Revolving Loans of a Class by the Borrower shall be made for account of the Revolving Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them; and (viv) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for account of the Revolving Lenders of such Class pro rata in accordance with the amounts of interest on such Revolving Loans of such Class then due and payable to the respective Revolving Lenders; provided, however, that, notwithstanding anything (v) each Term Loan Borrowing shall be made from the Term Lenders pro rata according to the contrary contained herein, amounts of their respective Term Loan Commitments; (vi) each Term Loan Borrowing shall be allocated pro rata among the Term Lenders according to the amounts of their respective Term Loan Commitments (in the event that case of the making of the Term Loans) or their respective portions of the Term Loans (in the case of conversions and continuations of the Term Loans); (vii) each payment or prepayment of principal of the Term Loans by the Borrower wishes to make a Multicurrency Borrowing shall be made for account of the Term Lenders pro rata in an Agreed Foreign Currency accordance with the respective unpaid principal amounts of the Term Loans held by them; and (viii) each payment of interest on the Multicurrency Commitments are fully utilized, Term Loans by the Borrower may make a Borrowing under shall be made for account of the Dollar Commitments (if otherwise permitted hereunder) Term Lenders pro rata in accordance with the amounts of interest on the Term Loans then due and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment payable to the Dollar Loansrespective Term Lenders. For the avoidance of doubt, (x) solely to all of the extent that Secured Obligations of the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as are guarantied by the Guarantors under Loan Documents on a result pari passu basis and (y) all of such prepayment to make the Secured Obligations are secured by all Collateral on a Multicurrency Borrowing in an Agreed Foreign Currencypari passu basis.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing Each borrowing of Term Loans of a given Class shall be made from by the Lenders of such Class, Borrower and each termination or any reduction of the amount of the Term Loan Commitments of a Class under Section 2.07, 2.09 or otherwise 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 Borrowing of a given Class shall be allocated pro rata as among the Lenders of such Class according in accordance with their respective Term Loan Commitments with respect to such Class. Each borrowing of Revolving Loans by the Borrower, each payment by the Borrower on account of any Commitment Fee and any reduction of the Revolving Commitments of the Lenders shall be allocated pro rata as among the various Classes of Revolving Commitments and as among the Lenders of each Class of Revolving Commitments in accordance with their respective Revolving Commitments with respect to such Class (or, if such Revolving Commitments shall have expired or been terminated, in accordance with the Revolving Commitments as in effect immediately prior to such expiration or termination). (b) Each repayment by the Borrower in respect of principal or interest on the Term Loans and each payment in respect of fees or expenses payable hereunder shall be applied to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are obligations owing 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 the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class entitled thereto pro rata in accordance with the respective unpaid principal amounts of then due and owing to such Lenders. Each voluntary prepayment by the Loans of such Class held by them; and (v) each payment of interest on Loans Borrower of a Class by the Borrower of Term Loans shall be made for account applied to the amounts of such obligations owing to the Term Lenders of such Class pro rata in accordance with the respective amounts of interest on such Loans of such Class then due and payable owing to the Term Lenders of such Class. Each mandatory prepayment by the Borrower of the Term Loans shall be applied pro rata in accordance with the respective principal amounts of the outstanding Term Loans of all Classes then held by the Term Lenders (unless a given Class of Term Loans has elected to receive a lesser allocation). Each payment (including each prepayment) by the Borrower in respect of principal or interest on the Revolving Loans shall be made pro rata in accordance with the respective principal amounts of the outstanding Revolving Loans then held by the Revolving Lenders; provided. (c) The application of any payment of Loans under any Credit Facility shall be made, howeverfirst, thatto Base Rate Loans under such Credit Facility and, notwithstanding anything second, to Eurodollar Loans under such Credit Facility. Each payment of the Loans (except for any Revolving Loans that are Base Rate Loans that does not result in Payment in Full) shall be accompanied by accrued interest to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds date of such Borrowing to prepay payment on the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencyamount paid.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.10 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 2.07, Section 2.09 or otherwise 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 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 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by themthem (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of the last paragraph of Section 2.09(e) and Sections 2.09(f) and (g)); and (viv) each payment of interest on 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; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: , (iincluding without limitation in Sections 2.01(b) and 2.10(b)), each Borrowing of a Class shall be made from the Lenders of such ClassBorrowing, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise 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 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 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans or interest on any Loan, each payment of a Class by fees, each reduction of the Borrower Committed Amount and each conversion or continuation of any Loan, shall be made for account of allocated pro-rata among the relevant Lenders or such Class pro rata in accordance with the respective unpaid Commitment Percentages of such Lenders (or, if the Commitments of such Lenders have expired or been terminated, in accordance with the respective principal amounts of the outstanding Loans of such Class held Lenders); provided that, in the event any amount paid to any Lender pursuant to this Section 2.10 is rescinded or must otherwise be returned by them; the Agent, each Lender shall, upon the request of the Agent, repay to the Agent the amount so paid to such Lender, with interest for the period commencing on the date such payment is returned by the Agent until the date the Agent receives such repayment at a rate per annum equal to, during the period to but excluding the date two Business Days after such request, the Federal Funds Rate, and thereafter, the Corporate Base Rate plus two percent per annum. (va) each Pursuant to a consent and joinder agreement (the “Consent and Joinder Agreement”) dated as of the Amendment Closing Date, Credit Suisse AG, Cayman Islands Branch, as a Committed Lender, and Alpine Securitization Corp., as a Conduit Lender (together, the “Departing Lenders”) desire to terminate their Commitments under this Agreement, and Credit Suisse AG, Cayman Islands Branch and GIFS Capital Company, LLC (together the “Joining Lenders”) desire to join this Agreement as a Committed Lender and a Conduit Lender, respectively. Notwithstanding any other provision in this Agreement (including without limitation in Sections 2.01(a), 2.10(a), 2.11 and 2.12) and upon the execution of the Consent and Joinder Agreement, (i) the Joining Lenders shall make an initial Loan to the Borrower on the Amendment Closing Date in an amount equal to the outstanding principal balance of the Departing Lender's Loans, (ii) to complete the termination of the Departing Lenders, the Borrower directs the Joining Lenders to make payment of interest on Loans such initial Loan (as described in subsection(b)(i) of a Class this Section 2.10) to the Departing Lenders instead of to the Borrower, (iii) the Borrower shall pay to the Departing Lenders an amount equal to all obligations owing to the Departing Lenders by the Borrower shall be made for account related to the June 2013 Interest Period pursuant to this Agreement and the other Loan Documents (other than the outstanding principal balance of the Departing Lenders' Loans) and (iv) to complete the termination of the Departing Lenders, the Borrower directs the Joining Lenders to make payment of obligations in subsection (b)(iii) of this Section 2.10 to the Departing Lenders on behalf of the Borrower for which such Class pro rata Joining Lenders will be reimbursed by the Borrower in accordance with the amounts Consent and Joinder Agreement. Upon the execution of interest on such Loans the Consent and Joinder Agreement, the Departing Lenders shall cease to be a party to this Agreement and shall cease to have any rights, and be released from its obligations, under this Agreement and the other related Loan Documents (except for those rights and obligations which, by the terms of such Class then due this Agreement or the related Loan Documents expressly survive the termination thereof or the departure of an applicable party thereto) and payable the Joining Lenders shall become parties to and become bound by the provisions of this Agreement as a Lender and shall be entitled to the respective Lenders; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make benefits of a Multicurrency Borrowing in an Agreed Foreign Currency Lender under this Agreement and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencyrelated Loan Documents.

Pro Rata Treatment. Except to the extent otherwise provided herein: herein (iincluding subject to Section 14.4(b) above): (a) each Borrowing of a Class borrowing for the Term Loan from Lenders shall be made from the Lenders that hold a Term Loan Commitment, each borrowing for Revolving Loan from Lenders shall be made from the Lenders that hold a Revolving Loan Commitment, each payment of such Classthe fees shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07Term Loan Commitment or Revolving Loan Commitment, 2.09 or otherwise as applicable, pursuant to this Agreement shall be applied to the respective Commitments Term Loan Commitment or Revolving Loan Commitment, as applicable, of the Lenders of such ClassLenders, pro rata according to the amounts of their respective Commitments of such ClassTerm Loan Commitment or Revolving Loan Commitment; (ii) each 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 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 commitment fees under Section 2.10 principal of the Term Loan shall be made for the account of the applicable Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class Term Loan held by them, provided that if immediately prior to giving effect to any such payment in respect of the Term Loan the outstanding principal amount of the Term Loan shall not be held by the Lenders pro rata in accordance with the Term Loan Commitment in effect at the time the Term Loan was made, then such payment shall be applied to the Term Loan in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Term Loan being held by the Lenders pro rata in accordance with the Term Loan Commitment; and (vc) each payment or prepayment of principal of the Revolving Loan shall be made for the account of the applicable Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loan held by them, provided that if immediately prior to giving effect to any such payment in respect of the Revolving Loan the outstanding principal amount of the Revolving Loan shall not be held by the Lenders pro rata in accordance with the Revolving Loan Commitment in effect at the time the Revolving Loan was made, then such payment shall be applied to the Revolving Loan in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Revolving Loan being held by the Lenders pro rata in accordance with the Revolving Loan Commitment, (d) each payment of interest on Loans of a Class by the Borrower Term Loan shall be made for the account of the applicable Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class the Term Loan then due and payable to the respective Term Loan Lenders; provided, however, that, notwithstanding anything and (e) each payment of interest on the Revolving Loan shall be made for the account of the applicable Lenders pro rata in accordance with the amounts of interest on the Revolving Loan then due and payable to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencyrespective Revolving Loan Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class borrowing from the Lenders under SECTION 2.1 shall be made from the Lenders Lenders, each payment of such Classthe Fees under SECTION 3.8(a) and 3.8(d)(i) shall be made for account of the Lenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise SECTION 2.12 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 ClassCommitment Percentages; (ii) each 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 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (ivb) each payment or prepayment of principal of Revolving Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them; and provided that, if immediately prior to giving effect to any such payment in respect of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata in accordance with their respective Commitment Percentages in effect at the time such Revolving Loans were made, then such payment shall be applied to the Revolving Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Revolving Loans being held by the Lenders pro rata in accordance with their respective Commitment Percentages; (vc) each payment of interest on Revolving 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 Revolving Loans of such Class then due and payable to the respective Lenders; provided(d) each payment of principal or interest under the Swing Line Subfacility shall be made for the account of Bank of America and each other Lender purchasing a participation in the Swing Line Subfacility and shall be shared pro rata among such Lenders, however, that, notwithstanding anything as determined on any date of determination for any such Lender as the proportion which the Swing Principal Debt (or participations therein) owed to such Lender bears to the contrary contained hereinSwing Principal Debt owed to all Lenders; (e) each payment with respect to the LC Subfacility shall be made for the account of Bank of America and each other Lender purchasing a participation in any LC and related reimbursement obligations and shall be shared pro rata among such Lenders, as determined on any date of determination for any such Lender as the proportion which the Principal Debt arising under the LC Subfacility (or participations therein) owed to such Lender bears to the Principal Debt under the LC Subfacility owed to all Lenders; and (f) the making, Conversion, and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by SECTION 4.4) shall be made pro rata among the Lenders according to the amounts of their respective Commitment Percentages (in the event that case of making of Revolving Loans) or their respective Revolving Loans (in the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency case of Conversions and Continuations of Revolving Loans) and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds then current Interest Period for each Lender's portion of each Revolving Loan of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign CurrencyType shall be coterminous.

Pro Rata Treatment. Except to All Loans under, and all payments and other amounts received in connection with this Agreement (including, without limitation, amounts received as a result of the extent otherwise provided herein: (iexercise by any Bank of any right of set off) each Borrowing of a Class shall be made from the Lenders of such Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise 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 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 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class effectively shared by the Borrower shall be made for account of the Lenders or such Class pro rata Banks ratably in accordance with the respective unpaid principal amounts Pro Rata Percentages of the Loans Banks. If any Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of such Class held by them; and (vany right of set off, or otherwise) each payment of interest on Loans of a Class by the Borrower shall be made for account of the Lenders principal of, or interest on, or fees in respect of, any Note held by it (other than pursuant to Section 2.3(d)) in excess of its Pro Rata Percentage of payments on account of similar Notes obtained by all the Banks, such Bank shall forthwith purchase from the other Banks such participations in the Notes or Loans made by them as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each of them; PROVIDED, HOWEVER, that if all or any portion of such Class pro rata in accordance with the amounts of interest on excess payment is thereafter recovered from such Loans of purchasing Bank, such Class then due purchase from each Bank shall be rescinded and payable such Bank shall repay to the respective Lenders; provided, however, that, notwithstanding anything to purchasing Bank the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely purchase price to the extent of such recovery together with an amount equal to such Bank's ratable share (according to the proportion of (a) the amount of such Bank's required repayment to (b) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. Disproportionate payments of interest shall be shared by the purchase of separate participations in unpaid interest obligations, disproportionate payments of fees shall be shared by the purchase of separate participations in unpaid fee obligations, and disproportionate payments of principal shall be shared by the purchase of separate participations in unpaid principal obligations. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this Section 13.20 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank were the direct creditor of the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result in the amount of such prepayment participation. Notwithstanding the foregoing, a Bank may receive and retain an amount in excess of its Pro Rata Percentage to make a Multicurrency Borrowing in an Agreed Foreign Currencythe extent but only to the extent, that such excess results from such Bank's Highest Lawful Rate exceeding another Bank's Highest Lawful Rate.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class borrowing from the Revolving Lenders under Sections 2.1(a), 2.3(e) and 2.4(e) shall be made from such Lenders, each payment of the Lenders Fees under Section 3.6(a), Section 3.6(b) and under the first sentence of such ClassSection 3.6(c) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments of a Class under Section 2.07, 2.09 or otherwise 2.12 shall be applied to the respective Revolving Commitments of the Lenders of such ClassRevolving Lenders, in each case pro rata according to the amounts of their respective Commitments of such ClassRevolving Commitments; (ii) each 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 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 commitment fees under Section 2.10 principal of Revolving Loans by the Borrower shall be made for the account of the Revolving Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them; and (vc) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Revolving 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(d) each payment or prepayment of principal of Tranche A Term Loans by the Borrower shall be made for the account of the Tranche A Lenders pro rata in accordance with the respective unpaid principal amounts of the Tranche A Term Loans held by them, howevereach payment or prepayment of principal of Tranche B Term Loans by the Borrower shall be made for the account of the Tranche B Lenders pro rata in accordance with the respective unpaid principal amounts of the Tranche B Term Loans held by them, thateach payment or prepayment of principal of Tranche C Term Loans by the Borrower shall be made for the account of the Tranche C Lenders pro rata in accordance with the respective unpaid principal amounts of the Tranche C Term Loans held by them, notwithstanding anything each payment or prepayment of principal of Tranche D Term Loans by the Borrower shall be made for the account of the Tranche D Lenders pro rata in accordance with the respective unpaid principal amounts of the Tranche D Term Loans held by them, and each payment or prepayment of principal of Tranche DE Term Loans by the Borrower shall be made for the account of the Tranche DE Lenders pro rata in accordance with the respective unpaid principal amounts of the Tranche DE Term Loans held by them; (e) each payment of interest on Tranche A Term Loans by the Borrower shall be made for the account of the Tranche A Lenders pro rata in accordance with the amounts of interest on the Tranche A Term Loans then due and payable to the contrary contained hereinTranche A Term Lenders, in the event that each payment of interest on Tranche B Term Loans by the Borrower wishes shall be made for the account of the Tranche B Lenders pro rata in accordance with the amounts of interest on the Tranche B Term Loans then due and payable to make the Tranche B Term Lenders, each payment of interest on Tranche C Term Loans by the Borrower shall be made for the account of the Tranche C Lenders pro rata in accordance with the amounts of interest on the Tranche C Term Loans then due and payable to the Tranche C Term Lenders, and each payment of interest on Tranche D Term Loans by the Borrower shall be made for the account of the Tranche D Lenders pro rata in accordance with the amounts of interest on the Tranche D Term Loans then due and payable to the Tranche D Term Lenders, and each payment of interest on Tranche E Term Loans by the Borrower shall be made for the account of the Tranche E Lenders pro rata in accordance with the amounts of interest on the Tranche E Term Loans then due and payable to the Tranche E Term Lenders; (f) the Conversion and Continuation of Revolving Loans or Term Loans of a Multicurrency Borrowing in an Agreed Foreign Currency particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the applicable Lenders according to the amounts of their respective Revolving Loans or Term Loans, as applicable, and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds then current Interest Period for each applicable Lender’s portion of each such Loan of such Borrowing to prepay Type shall be coterminous; (g) the Multicurrency Revolving Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.4, shall be pro rata in accordance with their respective Revolving Commitments; and (h) the Revolving Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (without making a ratable prepayment to the Dollar Loans) solely except to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as Revolving Lender shall have acquired and funded a result of participating interest in any such prepayment Swingline Loan pursuant to make a Multicurrency Borrowing Section 2.3(e), in an Agreed Foreign Currencywhich case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing Each borrowing of Term Loans of a given Class shall be made from by the Lenders of such Class, Borrower and each termination or any reduction of the amount of the Term Loan Commitments of a Class under Section 2.07, 2.09 or otherwise 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 Borrowing of a given Class shall be allocated pro rata as among the Lenders of such Class according in accordance with their respective Term Loan Commitments with respect to such Class. Each borrowing of Revolving Loans by the Borrower, each payment by the Borrower on account of any Commitment Fee and any reduction of the Revolving Commitments of the Lenders shall be allocated pro rata as among the various Classes of Revolving Commitments and as among the Lenders of each Class of Revolving Commitments in accordance with their respective Revolving Commitments with respect to such Class (or, if such Revolving Commitments shall have expired or been terminated, in accordance with the Revolving Commitments as in effect immediately prior to such expiration or termination). (b) Each repayment by the Borrower in respect of principal or interest on the Term Loans and each payment in respect of fees or expenses payable hereunder shall be applied to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are obligations owing 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 the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class entitled thereto pro rata in accordance with the respective unpaid principal amounts of then due and owing to such Lenders. Each voluntary prepayment by the Loans of such Class held by them; and (v) each payment of interest on Loans Borrower of a Class by the Borrower of Term Loans shall be made for account applied to the amounts of such obligations owing to the Term Lenders of such Class pro rata in accordance with the respective amounts of interest on such Loans of such Class then due and payable owing to the Term Lenders of such Class. Each mandatory prepayment by the Borrower of the Term Loans shall be applied pro rata in accordance with the respective principal amounts of the outstanding Term Loans of all Classes then held by the Term Lenders (unless a given Class of Term Loans has elected to receive a lesser allocation). Each payment (including each prepayment) by the Borrower in respect of principal or interest on the Revolving Loans shall be made pro rata in accordance with the respective principal amounts of the outstanding Revolving Loans then held by the Revolving Lenders; provided. (c) The application of any payment of Loans under any Credit Facility shall be made, howeverfirst, thatto Base Rate Loans under such Credit Facility and, notwithstanding anything second, to SOFR Loans under such Credit Facility. Each payment of the Loans (except for any Revolving Loans that are Base Rate Loans that does not result in Payment in Full) shall be accompanied by accrued interest to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds date of such Borrowing to prepay payment on the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.amount paid. 4894-9978-4110 v.2

Pro Rata Treatment. Except to the extent otherwise provided herein: , (i) each Borrowing of a Class shall be made from the relevant Lenders, each payment of commitment fees under Section 2.09 shall be made for account of the relevant Lenders of such Class, and each termination or reduction of the amount of the Revolving Commitments of a Class under Section 2.07, 2.09 or otherwise 2.06 shall be applied to the respective Revolving Commitments of the Lenders of such Classrelevant Lenders, pro rata according to their respective Term Percentages, US Revolving Percentages or Multicurrency Revolving Percentages or their respective shares of any Incremental Facility, as the case may be; (ii) (A) each Term Borrowing shall be allocated pro rata among the Term Lenders according to the amounts of their respective Commitments Term Percentages or their respective shares of such Class; any Incremental Facility or their respective Term Loans under the applicable Facility (iiin the case of continuations of Term Loans) and (B) each Revolving Borrowing of a Class shall be allocated pro rata among the Revolving Lenders of such Class according to the amounts of their respective Commitments of such Class US Revolving Percentages or Multicurrency Revolving Percentages (in the case of the making of Revolving Loans) ), or their respective Revolving Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Revolving Loans); (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (ivA) each payment or prepayment of principal of Term Loans of a Class by the Borrower shall be made for account of the Term Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Term Loans of such Class held by them; them under the applicable Facility and (vB) each payment or prepayment of interest on principal of Revolving Loans of a Class by the Borrower shall be made for account of the Revolving Lenders pro rata in accordance with the respective unpaid principal amounts of such Class the Revolving Loans held by them and (iv) (A) each payment of interest on Term Loans by the Company shall be made for account of the Term Lenders pro rata in accordance with the amounts of interest on such the Term Loans of such Class under the applicable Facility then due and payable to such Term Lenders and (B) each payment of interest on Revolving Loans shall be made for account of the respective Revolving Lenders pro rata in accordance with the amounts of interest on the Revolving Loans then due and payable to such Revolving Lenders; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent otherwise provided ------------------ herein: : (ia) each Borrowing borrowing of Loans of a particular Class (including of a particular Series of Incremental Facility Loans) from the Lenders under Section 2.01 hereof shall be made from the Lenders relevant Lenders, each payment of such Classcommitment fee under Section 2.05 hereof in respect of Commitments of a particular Class shall be made for account of the relevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.07, 2.09 or otherwise 2.04 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 Borrowing except as otherwise provided in Section 5.04 hereof, Eurodollar Loans of any Class (including of a Class particular Series of Incremental Facility Loans) 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, Tranche A Term Loan, Tranche X-0 Xxxx Xxxx, Xxxxxxx X-0 Term Loan and Incremental Facility Loan Commitments of such Class the relevant Series (in the case of the making of Loans) or their respective Revolving Credit, Term and Incremental Facility Loans of such Class that are to be included in such Borrowing the relevant Series (in the case of conversions Conversions and continuations Continuations of Loans); ; (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (ivc) each payment or prepayment of principal of Revolving Credit Loans, Tranche A Term Loans, Tranche B Term Loans of a Class and Incremental Facility Loans by the Borrower Borrowers shall be made for account of the relevant Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and and (vd) each payment of interest on Revolving Credit Loans, Tranche A Term Loans, Tranche B Term Loans of a Class and Incremental Facility 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; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) other than with respect to any Syndicated Borrowing requested pursuant to Section 2.20, each Syndicated Borrowing of a Class shall be made from the Lenders of such Class of Commitments 763013574 21680120763013574.7 and each Syndicated Borrowing of a Class requested pursuant to Section 2.20 shall be made from each Extending Lender, 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 or Final Maturity Date under Section 2.07, 2.09 or otherwise 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments or Final Maturity Date, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments or Final Maturity Date; (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 of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized 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 Commitments or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on Loans of a Class Final Maturity Date by the Borrower shall be made for account of the Lenders of such Class of Commitments or Final Maturity Date pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments or Final Maturity Date held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments or Final Maturity Date by the Borrower shall be made for account of the Lenders of such Class of Commitments or Final Maturity Date pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments or Final Maturity Date then due and payable to the respective Lenders; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ii)(A) each the Borrowing of a Class constituting the Term Loans shall be made from the Lenders PRO RATA according to the amounts of such Classtheir respective Term Loan Commitments; (B) each Revolving Credit Borrowing shall be made from the Lenders PRO RATA according to the amounts of their respective Revolving Credit Commitments, (C) each payment of revolving credit fees under Section 2.10 shall be made for account of the Lenders PRO RATA according to the amounts of their respective Revolving Credit Commitments, and (D) each termination or reduction of the amount of the Revolving Credit Commitments of a Class under Section 2.07, 2.09 or otherwise 2.08 shall be applied to the respective Revolving Credit Commitments of the Lenders of such Class, pro rata PRO RATA according to the amounts of their respective Commitments of such ClassRevolving Credit Commitments; (ii) the Borrowing constituting the Term Loans and each Revolving Credit Borrowing of a Class shall be allocated pro rata 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 Loans) according to the amounts of their respective Term Loan Commitments or Revolving Credit Commitments, as applicable, or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of LoansBorrowings); (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of the Term Loans of a Class or Revolving Credit Loans by the Borrower shall be made for account of the Lenders or such Class pro rata PRO RATA in accordance with the respective unpaid principal amounts of the Term Loans of such Class or Revolving Credit Loans, respectively, held by them; and (viv) each payment of interest on the Term Loans of a Class or Revolving Credit Loans by the Borrower shall be made for account of the Lenders of such Class pro rata PRO RATA in accordance with the amounts of interest on such the Term Loans of such Class or Revolving Credit Loans then due and payable to the respective Lenders; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made from the Lenders of such Class, and pro rata according to the amounts of their respective Commitments of such Class, (ii) each termination or reduction of the amount of the Revolving Commitments of a Class under Section 2.07, 2.09 or otherwise shall be applied to the respective Revolving Commitments of the Revolving Lenders of such Class, pro rata according to the amounts of their respective Revolving Commitments of such Class; (iiiii) each 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 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); (iiiiv) each payment of commitment fees under Section 2.10 shall be made for the account of the Revolving Lenders pro rata according to the average daily unutilized amounts of their respective Revolving Commitments; (ivv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (vvi) each payment of interest on 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; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except with respect to Bid Rate Loans made by any Lender or to the extent otherwise provided herein: (a) (i) each Borrowing of a Class borrowing from the Lenders under Section 2.01 shall be made from the Lenders of in such Classamounts as may be necessary so that, and each termination or reduction of after giving effect to such borrowing, the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise outstanding Conventional Loans shall be applied to the respective Commitments of have been made pro rata by the Lenders of such Class, pro rata according to the amounts of based on their respective Commitments of such Class; Commitment Percentages as then in effect, (ii) each 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 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 Facility Fee or other fees under Section 2.10 Sections 2.04(a) and (b) shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective CommitmentsCommitment Percentages, and (iii) each termination or reduction of the amount of the Commitments under Section 2.03 shall be applied to the Commitments of the Lenders pro rata according to their respective Global Commitment Percentages (or, if there is a contemporaneous and corresponding termination or reduction of the amount of the Canadian Subcommitments, such amounts as may be necessary so that, after giving effect to such reduction, the Global Commitment Percentages shall have been reduced pro rata); (ivb) each payment or prepayment of principal of Conventional Loans of a Class by the Borrower Company shall be made for the account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts amount of the Conventional Loans of such Class held by themthe Lenders; and (vc) each payment of interest on Conventional Loans of a Class by the Borrower Company 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 on such Conventional Loans to the respective Lenders; provided, however, that, notwithstanding anything and (d) each reimbursement by the Company of disbursements under Letters of Credit shall be made for the account of the Lenders pro rata in accordance with the amounts of reimbursement obligations due and payable on such Letters of Credit to the contrary contained hereinrespective Lenders. If, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency on any day on which payments on account of one or more Bid Rate Loans are due, payments on account of Conventional Loans or on account of other items otherwise under this Agreement are also due and the Multicurrency Commitments are fully utilizedAgent has received insufficient funds to pay all amounts due and owing on such date, then the Borrower may make a Borrowing under Agent shall distribute all funds so received pro rata among the Dollar Commitments (if otherwise permitted hereunder) and may use Lenders in accordance with the proceeds of unpaid amounts due on such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencyday.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.09 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 2.072.06, 2.09 Section 2.08 or otherwise 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 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 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by themthem (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of the last paragraph of Section 2.08(d) and Sections 2.08(e) and (f)); and (viv) each payment of interest on 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; provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. (a) BORROWINGS, COMMITMENT REDUCTIONS, ETC. Except to the extent as otherwise provided herein: : (i) each Each Revolving Borrowing and reduction of a Class the Total Revolving Loan Commitment shall be made from or shared among the Lenders of such Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise shall be applied to the respective Commitments of the Lenders of such Class, pro rata PRO RATA according to the amounts of their respective Commitments of such Class; Revolving Proportionate Shares; (ii) each The Term Loan Borrowing of a Class shall be allocated pro rata made or shared among the Lenders of such Class PRO RATA according to the amounts of their respective Commitments Term Proportionate Shares; (iii) Each payment of such Class (principal on Loans in any Borrowing shall be shared among the case of Lenders which made or funded the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fees under Section 2.10 shall be made for the account of the Lenders pro rata PRO RATA according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the such Loans of then owed to such Class held by them; and Lenders; (viv) each Each payment of interest on Loans of a Class by the Borrower in any Borrowing shall be shared among the Lenders which made or funded the Loans in such Borrowing PRO RATA according to (A) the respective unpaid principal amounts of such Loans so made or funded by such Lenders and (B) the dates on which such Lenders so made or funded such Loans; (v) Each payment of Commitment Fees shall be shared among the Revolving Lenders (except for account Defaulting Lenders) PRO RATA according to (A) their respective Revolving Proportionate Shares and (B) in the case of each Lender which becomes a Lender hereunder after the date hereof, the date upon which such Lender so became a Lender; (vi) Each payment of interest (other than interest on Loans) shall be shared among the Lenders and the Administrative Agent owed the amount upon which such interest accrues PRO RATA according to (A) the respective amounts so owed such Lenders and the Administrative Agent and (B) the dates on which such amounts became owing to such Lenders and the Administrative Agent; and (vii) All other payments under this Agreement and the other Credit Documents shall be for the benefit 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, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign CurrencyPerson or Persons specified.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing Whether or not a default or Event of a Class shall be made from the Lenders of such ClassDefault exists, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise 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 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 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account (scheduled or unscheduled) or premium, if any, of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; Notes and (v) each payment of interest on Loans of a Class by the Borrower Notes shall be made for account of allocated among the Lenders of such Class pro rata in accordance with the amounts following procedures: (a) any prepayments made between the date hereof and the Maturity Date in respect of the Tranche A Portion shall be for an amount equal to (A) 1.2 multiplied by the then outstanding Tranche A Portion, plus (B) the unpaid accrued interest thereon, (b) any prepayments made between the date hereof and the Maturity Date in respect of the Tranche B Portion shall be for an amount equal to (A) the then outstanding Tranche B Portion, plus (B) the unpaid interest thereon, (c) any prepayments made between the date hereof and the Maturity Date in respect of the Tranche C Portion, if applicable, shall be for an amount equal to (A) the then outstanding Tranche C Portion, plus (B) the unpaid interest thereon and (d) any payments and/or prepayments must (A) first, be made pro rata to each holder of the Tranche B Portion and Tranche C Portion (or a Participant thereof (as defined in the Second Amendment) designated by the Lenders) based on such Loans the ratio that the aggregate principal value of such Class then due holder’s portion of the Tranche B Portion and payable Tranche C Portion bears to the respective Lenders; providedaggregate principal value of the Tranche B Portion and Tranche C Portion issued pursuant to this Agreement and (B) next, however, that, notwithstanding anything be made pro rata to each holder of the Tranche A Portion based on the ratio that the aggregate principal value of such holder’s portion of the Tranche A Portion bears to the contrary contained hereinaggregate principal value of the Tranche A Portion issued to all Lenders pursuant to this Agreement. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.” 1.12 Section 9.4 (Governing Law) is amended to change the reference to “New York” in the event that the Borrower wishes first sentence thereof to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencyread “Delaware”.

Pro Rata Treatment. Except to Each Borrowing from, and change in ------------------ the extent otherwise provided herein: (i) each Borrowing of a Class Commitments of, the Banks hereunder, shall be made from pro rata in accordance with their respective Commitments, except as provided in Section 2.5. If any Notes or any payment required to be made thereon becomes due and payable on a day other than a Domestic or Eurodollar Business Day, as the Lenders of such Classcase may be, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise due date thereof shall be applied extended 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 Borrowing of a Class next succeeding Business Day and interest thereon shall be allocated pro rata among payable at the Lenders of then applicable rate during such Class according to the amounts of their respective Commitments of such Class (extension, unless, in the case of interest on a Eurodollar Loan, the making of Loans) or their respective Loans of such Class that are to be included next succeeding Eurodollar Business Day falls in such Borrowing (another calendar month, in which case the case of conversions applicable Eurodollar Interest Period shall expire on the next preceding Eurodollar Business Day. Each payment and continuations of Loans); (iii) each payment of commitment fees under Section 2.10 prepayment on the Term Notes and on the Revolving Credit Notes shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class Banks pro rata in accordance with the respective unpaid principal amounts amount of the Loans Term Notes and Revolving Credit Notes, respectively, held by each of them at the time of such Class payment. The Banks agree among themselves that, if a Bank shall obtain payment of any obligation held by them; and (v) each payment of interest on Loans it through the exercise of a Class right of setoff, banker's lien or counterclaim, or from any other source, it shall promptly purchase from the other Banks participations in the obligations held by the Borrower other Banks in such amounts, and make such other adjustments from time to time, as shall be made for account of equitable to the Lenders end that all the Banks shall share the benefit of such Class payment pro rata as specified in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; preceding sentence, provided, however, thatthat if all -------- ------- or any portion of such excess payment is hereafter recovered from such purchasing Bank, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency purchase shall be rescinded and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely purchase price restored to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment recovery, but without interest. The Banks further agree that for the purpose of this Section 1.13, all exercises of right of setoff, banker's lien or counterclaim by any Bank shall be deemed to make have been made against and in respect of the Note or Notes held by such Bank and not against any other obligation of either Borrower to it. The Borrowers agree that any Bank so purchasing a Multicurrency Borrowing participation in an Agreed Foreign Currencyobligations held by the other Banks may exercise all rights of setoff, banker's lien or counterclaim with respect to such participation as fully as if such Bank were a direct holder of said Note or other Obligations in the amount of such participation.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class borrowing from the Revolving Lenders under Sections 2.1(a), 2.3(e) and 2.4(e) shall be made from such Lenders, each payment of the Lenders Fees under Section 3.6(a), Section 3.6(b) and under the first sentence of such ClassSection 3.6(c) shall be made for the account of the applicable Lenders, and each termination or reduction of the amount of the Revolving Commitments of a Class under Section 2.07, 2.09 or otherwise 2.12 shall be applied to the respective Revolving Commitments of the Lenders of such ClassRevolving Lenders, in each case pro rata according to the amounts of their respective Commitments of such ClassRevolving Commitments; (ii) each 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 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 commitment fees under Section 2.10 principal of Revolving Loans by the Borrower shall be made for the account of the Revolving Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them; and (vc) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Revolving 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(d) each payment or prepayment of principal of Tranche A Term Loans by the Borrower shall be made for the account of the Tranche A Lenders pro rata in accordance with the respective unpaid principal amounts of the Tranche A Term Loans held by them, howevereach payment or prepayment of principal of Tranche B Term Loans by the Borrower shall be made for the account of the Tranche B Lenders pro rata in accordance with the respective unpaid principal amounts of the Tranche B Term Loans held by them, thateach payment or prepayment of principal of Tranche C Term Loans by the Borrower shall be made for the account of the Tranche C Lenders pro rata in accordance with the respective unpaid principal amounts of the Tranche C Term Loans held by them, notwithstanding anything and each payment or prepayment of principal of Tranche D Term Loans by the Borrower shall be made for the account of the Tranche D Lenders pro rata in accordance with the respective unpaid principal amounts of the Tranche D Term Loans held by them; (e) each payment of interest on Tranche A Term Loans by the Borrower shall be made for the account of the Tranche A Lenders pro rata in accordance with the amounts of interest on the Tranche A Term Loans then due and payable to the contrary contained hereinTranche A Term Lenders, in the event that each payment of interest on Tranche B Term Loans by the Borrower wishes shall be made for the account of the Tranche B Lenders pro rata in accordance with the amounts of interest on the Tranche B Term Loans then due and payable to make the Tranche B Term Lenders, each payment of interest on Tranche C Term Loans by the Borrower shall be made for the account of the Tranche C Lenders pro rata in accordance with the amounts of interest on the Tranche C Term Loans then due and payable to the Tranche C Term Lenders, and each payment of interest on Tranche D Term Loans by the Borrower shall be made for the account of the Tranche D Lenders pro rata in accordance with the amounts of interest on the Tranche D Term Loans then due and payable to the Tranche D Term Lenders; (f) the Conversion and Continuation of Revolving Loans or Term Loans of a Multicurrency Borrowing in an Agreed Foreign Currency particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the applicable Lenders according to the amounts of their respective Revolving Loans or Term Loans, as applicable, and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds then current Interest Period for each applicable Lender’s portion of each such Loan of such Borrowing to prepay Type shall be coterminous; (g) the Multicurrency Revolving Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.4, shall be pro rata in accordance with their respective Revolving Commitments; and (h) the Revolving Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3, shall be pro rata in accordance with their respective Revolving Commitments. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (without making a ratable prepayment to the Dollar Loans) solely except to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as Revolving Lender shall have acquired and funded a result of participating interest in any such prepayment Swingline Loan pursuant to make a Multicurrency Borrowing Section 2.3(e), in an Agreed Foreign Currencywhich case such payments shall be pro rata in accordance with such participating interests).

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class borrowing from the Lenders under Section 2.1 hereof shall be made (x) in the case of Term Loans, ratably from the Term Loan Lenders in accordance with the amounts set forth in the Register, and (y) in the case of such ClassRevolving Loans, ratably from the Revolving Loan Lenders in accordance with their respective Revolving Loan Commitments, provided that borrowings of Swing Loans shall be for the Swing Loan Lender’s own account; (b) each payment of revolving loan commitment fees shall be made for the account of the Revolving Loan Lenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise shall be applied to the respective Revolving Loan Commitments of the Revolving Loan Lenders of such Classunder Section 2.3 hereof shall be applied, pro rata rata, according to the amounts of their Revolving Loan Lenders’ respective Commitments of such ClassRevolving Loan Commitments; (ii) each 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 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 by Borrower of commitment fees under Section 2.10 principal of or interest on the Term Loans or Revolving Loans, as the case may be, prior to the occurrence of an Event of Default (or after the applicable Event of Default shall have been fully cured) shall be made to Agent for the account of the Lenders pro rata according in accordance with the respective unpaid principal amounts of such Term Loans or Revolving Loans, as the case may be, held by the Lenders, provided that payments of Swing Loans prior to the average daily unutilized amounts occurrence of their respective Commitmentsan Event of Default (or after the applicable Event of Default shall have been fully cured) shall be for the Swing Loan Lender’s own account; (ivd) subject to the provisions of Sections 9.6 hereof, each payment or prepayment by Borrower of principal of or interest on the Term Loans or Revolving Loans (including Swing Loans), as the case may be, after an Event of a Class by the Borrower Default shall have occurred and be continuing shall be made to Agent for the account of the Lenders or such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class Obligations held by them; and the Lenders (v) each payment of interest on Loans of a Class by the Borrower i.e. such payments shall be made for account shared by all 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 not restricted to the respective Lenders; providedholders of the Swing Loan or Revolving Loans or Term Loans, howeverregardless of any attempted contrary designation by Borrower), that, notwithstanding anything to and (e) the contrary contained herein, Revolving Loan Lenders (other than the applicable Issuer) shall purchase from the applicable Issuer participations in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds each Letter of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely Credit to the extent that the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currencytheir respective Revolving Loan Commitment Percentages.

Pro Rata Treatment. Except to All Loans under, and all payments and other amounts received in connection with this Agreement (including, without limitation, amounts received as a result of the extent otherwise provided herein: (iexercise by any Bank of any right of set off) each Borrowing of a Class shall be made from the Lenders of such Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07, 2.09 or otherwise 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 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 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 for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class effectively shared by the Borrower shall be made for account of the Lenders or such Class pro rata Banks ratably in accordance with the respective unpaid principal amounts Pro Rata Percentages of the Loans Banks. If any Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of such Class held by them; and (vany right of set off, or otherwise) each payment of interest on Loans of a Class by the Borrower shall be made for account of the Lenders principal of, or interest on, or fees in respect of, any Note held by it (other than pursuant to Section 2.3(d)) in excess of its Pro Rata Percentage of payments on account of similar Notes obtained by all the Banks, such Bank shall forthwith purchase from the other Banks such participations in the Notes or Loans made by them as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each of them; PROVIDED, HOWEVER, that if all or any portion of such Class pro rata in accordance with the amounts of interest on excess payment is thereafter recovered from such Loans of purchasing Bank, such Class then due purchase from each Bank shall be rescinded and payable such Bank shall repay to the respective Lenders; provided, however, that, notwithstanding anything to purchasing Bank the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely purchase price to the extent of such recovery together with an amount equal to such Bank's ratable share (according to the proportion of (a) the amount of such Bank's required repayment to (b) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. Disproportionate payments of interest shall be shared by the purchase of separate participations in unpaid interest obligations, disproportionate payments of fees shall be shared by the purchase of separate participations in unpaid fee obligations, and disproportionate payments of principal shall be shared by the purchase of separate participations in unpaid principal obligations. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this Section 12.20 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank were the direct creditor of the Borrower substantially concurrently therewith utilizes any Multicurrency Commitments made available as a result in the amount of such prepayment participation. Notwithstanding the foregoing, a Bank may receive and retain an amount in excess of its Pro Rata Percentage to make a Multicurrency Borrowing in an Agreed Foreign Currencythe extent but only to the extent, that such excess results from such Bank's Highest Lawful Rate exceeding another Bank's Highest Lawful Rate.