Common use of Proportionate Amounts Clause in Contracts

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure or the Commitments assigned, except that this subsection (b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments Commitment assigned, except that this subsection (b)(iiSection 9.06(b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Credit Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure or the Commitments assigned, except that this subsection (b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Credits on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not apply to (A) rights in respect of Competitive Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Facilities on a non-pro rata basis.;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Credit Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Facilities on a non-pro rata basis.;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among the revolving credit facility provided hereunder and any separate Commitments revolving credit or Classes term loan facilities provided pursuant to the last paragraph of Section 11.01 on a non-pro rata basis.;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure or the Commitments assigned, except that this subsection (b)(iiSection 12.4(b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes on a non-pro rata basisbasis as between its Revolving Commitment and/or Revolving Loans, on the one hand, and any Incremental Term Loans, on the other the hand.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among the revolving credit facility provided hereunder and any separate Commitments revolving credit or Classes term loan facilities provided pursuant to the last paragraph of Section 11.01 on a non-pro rata basis.;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s Loans and Commitments, and rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure or the Commitments thereto assigned, except that this subsection (b)(iiSection 11.06(b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes in respect of its Revolving Commitment (and the related Revolving Loans thereunder) and its outstanding Term Loans on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure or the Commitments assigned, except that this subsection (b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes on a non-pro rata basis.. (iii)

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure or Loans and/or the Commitments assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among the revolving credit facility provided hereunder and any separate Commitments or Classes revolving credit provided pursuant to the second to last paragraph of Section 10.01 on a non-pro rata basis.;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments assigned, except that this subsection (b)(iiSection 10.4(b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not apply to prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Facilities on a non-pro rata basis.;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement and the other Loan Documents with respect to the Loans, other Revolving Credit Exposure or Loans and/or the Commitments Commitment assigned, except that this subsection clause (b)(ii) shall not apply to prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments Commitment assigned, except that this subsection (b)(iiSection 11.1(a)(iii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes tranches on a non-pro rata basisbasis (if any).

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments assignedCommitment assigned provided, further, that the Borrower’s consent shall not be required during the primary syndication of the Facilities, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments Commitment assigned, except that this subsection (b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s Loans and Commitments, and rights and obligations under this Agreement with respect to the Loansthereto, other Revolving Credit Exposure or the Commitments assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes in respect of its outstanding Term Loans on a non-pro rata basis.; (iii)

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Tranches on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Credits on a non-pro rata basis.. (iii)

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among the revolving credit facility provided hereunder and any separate Commitments revolving credit or Classes term loan facilities provided pursuant to Section 2.14 on a non-pro rata basis.;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments Commitment assigned, except that this subsection (b)(iiSection 11.1(a)(iii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes tranches on a non-pro rata basisbasis (if any).

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLxxxxx’s rights and obligations under this Agreement with respect to the LoansLoan, other or the Revolving Credit Exposure or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement the Loan Documents with respect to the Loans, other Revolving Credit Exposure or Loans and/or the Commitments Commitment assigned, except that this subsection clause (b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments assigned, except that this subsection Commitment assigned or (b)(iiB) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among any separate Commitments revolving credit or Classes term loan facilities provided pursuant to the last paragraph of Section 10.01 on a non-pro rata basis.;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among the revolving credit facility provided hereunder and any separate Commitments or Classes revolving credit facilities provided pursuant to the last paragraph of Section 10.01 on a non-pro rata basis.;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the Loans, other Revolving Class of Credit Exposure Extensions or the Commitments Class of Commitments, as the case may be, assigned, except that this subsection clause (b)(iiii) shall not prohibit any Revolving Loan Lender from assigning all or a portion of its rights and obligations among separate Revolving Commitments or Classes on a non-pro rata basis.;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among the revolving credit facility provided hereunder and any separate Commitments revolving credit or Classes term loan facilities provided pursuant to the last paragraph of Section 10.01 on a non-pro rata basis.; (iii)

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Credits on a non-pro non‑pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all of the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes under the Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s or Issuing Bank’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Advance or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement and the other Loan Documents with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes the revolving credit facility provided hereunder on a non-pro rata basis.;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Credit Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Facilities on a non-pro rata basis.. 184

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s or Issuing Bank’s 113 US-DOCS\122160094.24 rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Advance or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the applicable Loans, other Revolving Credit Exposure or the Commitments assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes in respect of its Revolving Commitment (and the related Revolving Loans and other Revolving Credit Exposure thereunder) on a non-pro rata basis.. (iii)

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the LoansLoan, other the Revolving Credit Exposure Commitment or the Commitments Tranche A-2 Term Loan Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure or the Commitments assigned, except that this subsection (b)(iiSection 10.4(b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the Loans, other Loan or the Revolving Credit Exposure or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate in respect of Revolving Credit Commitments or Classes and Incremental Term Loans on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure or the Commitments assigned, except that this subsection (b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes on a non-pro rata basis.. 129

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among the Facility provided hereunder and any separate Commitments or Classes term loan facilities provided pursuant to the last paragraph of Section 11.01 on a non-pro rata basis.;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the Loans, other Loans or the Revolving Credit Exposure or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes tranches of the Revolving Credit Facility on a non-pro rata basis.;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes the term loan facilities provided pursuant to the last paragraph of Section 10.01 on a non-pro rata basis.;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure or the Commitments assigned, except that this subsection (b)(iiSection 10.4(b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the LoansLoan, other the Revolving Credit Exposure Commitment or the Commitments Term Credit Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Credit Facilities on a non-pro rata basis.;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations under separate Facilities or among the revolving credit facility provided hereunder and any separate Commitments revolving credit or Classes term loan facilities provided pursuant to the last paragraph of Section 10.01 on a non-pro rata basis.;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s Lenxxx’x rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure or Loans and/or the Commitments assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Credit Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments Individual Commitment assigned, except that this subsection clause (b)(iib) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement and the other Loan Documents with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among the revolving credit facility provided hereunder and any separate Commitments or Classes revolving credit provided pursuant to the last paragraph of Section 10.01 on a non-pro rata basis.;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments Commitment assigned, except that this subsection (b)(iiSection 9.06(b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Credit Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among the separate Commitments or Classes credit facilities provided hereunder on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the Loans, other Loan or the Revolving Credit Exposure or the Commitments Commitment(s) assigned, except that this subsection (b)(iiSection 12.9(b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Credit Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments Individual 5-Year Commitment assigned, except that this subsection clause (b)(iib) shall not (A) apply to rights in respect of Bid Rate Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s Loans and Revolving Commitments, and rights and obligations under this Agreement with respect to the Loansthereto, other Revolving Credit Exposure or the Commitments assigned, except that this subsection (b)(iiSection 10.06(b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes in respect of its Revolving Commitment (and the related Revolving Loans thereunder) on a non-pro rata basis.;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the applicable Loans, other Revolving Credit Exposure or the Commitments assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes in respect of its Revolving Commitment (and the related Revolving Loans and other Revolving Credit Exposure thereunder) on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Term Loans, other Revolving Credit Exposure or the Commitments assigned, except that this subsection (b)(ii) . No Lender shall not prohibit any Lender from assigning assign all or a portion of its rights and obligations among separate Commitments or Classes Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Advances or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate the Revolving Credit Commitments or Classes and the Letter of Credit Commitments on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Credit Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Tranchesunder the Revolving Credit Facilities on a non-pro rata basisbasis with respect to each Revolving Credit Facility.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Advance or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and NYDOCS01/1357750.4 obligations among separate the Letter of Credit Facility and the Revolving Credit Commitments or Classes on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Loan or the Revolving Credit Exposure or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments assignedCommitment assigned provided, further, that the Borrower’s consent shall not be required during the primary syndication of the Facilities, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Facilities on a non-pro rata basis.. 126

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure or the Commitments assigned, except that this subsection (b)(iiSection 11.4(b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments Commitment assigned, except that this subsection paragraph (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Facilities (in the event that the Revolving Credit Facility is not the sole credit facility under this Agreement) on a non-pro rata basis.. 100

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning 125 |US-DOCS\140878708.9|| all or a portion of its rights and obligations among separate Commitments or Classes Tranches on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Loan Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments Revolving Commitment assigned, except that this subsection paragraph (b)(ii) of this Section 9.8 shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes tranches on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments Commitment assigned, except that this subsection paragraph (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Facilities (in the event that the Revolving Credit Facility is not the sole credit facility under this Agreement) on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s Loans and Revolving Commitments, and rights and obligations under this Agreement with respect to the Loansthereto, other Revolving Credit Exposure or the Commitments assigned, except that this subsection (b)(iiSection 11.06(b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes in respect of its Revolving Commitment (and the related Revolving Loans thereunder) on a non-pro rata basis.;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments portion of such Xxxxxx’s Commitment assigned, except that this subsection subpart (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among with respect to separate Commitments or Classes facilities on a non-pro rata basis.. (iii)

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among the 153 revolving credit facility provided hereunder and any separate Commitments revolving credit or Classes term loan facilities provided pursuant to Section 2.14 on a non-pro rata basis.;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among the credit facility provided hereunder and any separate Commitments revolving credit or Classes term loan facilities provided pursuant to the penultimate paragraph of Section 11.01 on a non-pro rata basis.;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s Loans and Commitments, and rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure or the Commitments thereto assigned, except that this subsection (b)(iiSection 11.06(b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes in respect of its Revolving Commitment (and the related Revolving Loans thereunder) and its outstanding Term Loans on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxLender’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments Commitment assigned, except that this subsection (b)(iiSection 9.06(b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Credit Facilities on a non-pro rata basis.. 217

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the applicable Loans, other Revolving Credit Exposure or the Commitments assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes in respect of its Revolving Commitment (and the related Revolving Loans and other Revolving Credit Exposure thereunder) on a non-pro rata basis.. 110

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Loan or the Revolving Credit Exposure or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments or Classes Revolving Credits on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning XxxxxxBank’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loan or the Commitments Loan Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender Bank from assigning all or a portion of its rights and obligations among the revolving credit facility provided hereunder and any separate Commitments revolving credit or Classes incremental term loan facilities provided pursuant to Section 12.02(c)(ii) on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans, other Revolving Credit Exposure Loans or the Commitments Commitment assigned, except that this subsection clause (b)(iiii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among the revolving credit facility provided hereunder and any separate Commitments or Classes revolving credit provided pursuant to the second to last paragraph of Section 10.01 on a non-pro rata basis.; (iii)