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, 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 2.06, 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 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 or prepayment of principal of 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 that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except (a) with respect to an assignment of Term Loans to Intermediate Holdings, the Borrower or a Subsidiary pursuant to Section 9.04(l), (b) with respect to extensions of the Term Loan Maturity Date or the Revolving Credit Maturity Date as provided in Section 2.27, (c) with respect 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 prepayment in full of the Lenders of the applicable Class, Loans and each termination or reduction of the amount of the Commitments of a Class non-consenting Lender as provided in Section 2.21, and (d) as provided below in this Section 2.17 with respect to Swingline Loans, subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders, and as required under Section 2.062.15, Section 2.08 each Borrowing, each payment or otherwise shall be applied to prepayment of principal of any Borrowing, each payment of interest on the respective Commitments Loans, each payment of the Lenders Commitment Fees, each reduction of such Class, pro rata according the Term Loan Commitments or the Revolving Credit Commitments and each conversion of any Borrowing to the amounts or continuation of their respective Commitments of such Class; (ii) each any Borrowing as a Borrowing of a Class any Type shall be allocated pro rata among the Lenders according to in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal 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 outstanding Loans), subject to Section 2.02(e); (iii) each payment or prepayment . For purposes of principal of Loans of a Class by determining the Borrower shall be made for account available Revolving Credit Commitments of the Lenders at any time, each outstanding Swingline Loan shall be deemed to have utilized the Revolving Credit Commitments of such Class the Lenders (including those Lenders which shall not have made Swingline Loans) pro rata in accordance with the such respective unpaid principal amounts Revolving Credit Commitments. Each Lender agrees that in computing such Lender’s portion of the Loans of such Class held by them (and, with respect any Borrowing to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with hereunder, 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 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 concurrently 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 Currencyamount.

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 2.06, 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 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 or prepayment of principal of 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 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 that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (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 Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.09 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, 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 Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Syndicated Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them (and, 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))them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Syndicated Lenders of such Class pro rata in accordance with the amounts of interest on such Syndicated Loans of such Class then due and payable to the respective Lenders; provided however that, notwithstanding anything (v) each payment or prepayment of principal of Term Loans by the Borrower shall be made for the account of the Term Lenders pro rata in accordance with the respective unpaid principal amount of the Term Loans held by them; and (vi) each payment of interest on Term Loans by the Borrower shall be made for account if the Term Lenders pro rata in accordance with the amounts of interest on such Term Loans then due and payable to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign CurrencyTerm Lenders.

Pro Rata Treatment. Except If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of set-off or otherwise) on account of the Loans made by it (other than pursuant to Sections 2.4, 2.6, 2.11 or 2.12), then, if there is any Unreimbursed Amount outstanding in respect of which the Issuing Lender has not received payment in full from such Lender pursuant to Section 2.4(c) (the amount of such Unreimbursed Amount being such Revolving Credit Lender’s “LC Deficiency Amount”) or if there is any Swing Loan outstanding in respect of which, pursuant to Section 2.6(d)(i) or (ii), the Swing Loan Lender has not received payment in full from such Lender pursuant to Section 2.6(d)(i) or (ii) (the amount of such Swing Loan being such Lender’s “SL Deficiency Amount”), such Lender shall both (a) purchase a participation in such Unreimbursed Amount in an amount equal to the amount obtained by multiplying the amount of such payment obtained by such Lender (the “Payment Amount”) by a fraction, the numerator of which is such LC Deficiency Amount and the denominator of which is the sum of such LC Deficiency Amount plus such SL Deficiency Amount (such sum being the “Aggregate Deficiency” with respect to such Payment Amount), and (b) purchase a participation in such Swing Loan in an amount equal to the amount obtained by multiplying such Payment Amount by a fraction, the numerator of which is such SL Deficiency and the denominator of which is such Aggregate Deficiency. If, after giving effect to the foregoing, any 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 Loans (or participations in LC Disbursements) (other than pursuant to Sections 2.4, 2.6, 2.11 or 2.12), resulting in such Lender receiving payment of a greater proportion of the aggregate principal amount of its Loans (and participations in LC Disbursements) and accrued interest thereon than the proportion of such amounts received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans (and LC Disbursements) of the other Lenders to the extent otherwise provided herein: (i) each Borrowing necessary so that the benefit of a Class such payments shall be made from shared by all 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 2.06, 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 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 or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata ratably in accordance with the aggregate amount of principal of and accrued interest on their respective unpaid principal amounts Loans (and participations in LC Disbursements); provided that (i) if any such participations are purchased and all or any portion of the Loans payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such Class held recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment obtained by them a Lender as consideration for the assignment of or sale of a participation in any of its Loans (andor participations in LC Disbursements) to any assignee or participant, other than to any Credit Party or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to the pro rata treatment such participation as fully as if such Lender were a direct creditor 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 in the Lenders pro rata in accordance with the amounts of interest on such Loans amount 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 concurrently 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 Currencyparticipation.

Pro Rata Treatment. Except to the extent as expressly otherwise provided herein: (i) , each Borrowing borrowing of a Class shall be made Loans by the Borrower from the Lenders of such Classhereunder shall be made, each payment (except as provided in Section 2.22(a)) by the Borrower on account of any commitment fee under Section 2.09 shall be made for account in respect of the Lenders of the applicable ClassCommitments hereunder and any reduction (except as provided in Section 2.15, and each termination 2.21(a), 2.22, 2.24, 2.25, 2.26, 10.08(f) or reduction of the amount 10.08(i)) of the Commitments of a Class under Section 2.06, Section 2.08 or otherwise the Lenders shall be applied to allocated by the respective Commitments of the Lenders of such ClassAdministrative Agent, 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 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 or prepayment of principal of Loans of a Class by the Borrower shall be made for account Revolving Commitment Percentages of the Lenders (other than payments in respect of any difference in the Commitment Fee in respect of any Tranche); provided that, at the request of the Borrower, in lieu of such Class application on a pro rata in accordance with basis among all Commitments, such reduction may be applied to any Commitments so long as the respective unpaid principal amounts of the Loans Maturity Date of such Class held by them (and, with respect to Commitments precedes the pro rata treatment Maturity Date of prepayments between Classes, any such prepayments shall be made in accordance with the provisions each other Tranche 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 Commitments then due and payable to the respective Lenders; provided however that, notwithstanding anything to the contrary contained hereinoutstanding or, in the event more than one Tranche of Commitments shall have an identical Maturity Date that precedes the Maturity Date of each other Tranche of Commitments then outstanding, to such Tranches on a pro rata basis. Each payment (including each prepayment, but excluding payments made pursuant to Sections 2.15, 2.20, 2.21(a), 2.22, 2.24, 2.25, 2.26, 10.05, 10.08(f) or 10.08(i)) by the Borrower wishes on account of principal of and interest on any Tranche of Loans (other than payments in respect of any difference in the interest accruing in respect of any Tranche) shall be allocated by the Administrative Agent pro rata according to 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 respective outstanding principal amounts of such Borrowing to prepay Tranche then held by the Multicurrency Loans respective Lenders (without making a ratable prepayment to or as otherwise provided in the Dollar Loansapplicable Incremental Commitment Amendment, Extension Amendment or Specified Refinancing Amendment, if applicable). This Section 2.17 may be amended in accordance with Section 10.08(g) solely to the extent that the Borrower concurrently utilizes necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any Multicurrency Commitments made available new Tranches added pursuant to Sections 2.24, 2.25, 2.26, 10.08(e) and 10.08(i), as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign Currencyapplicable.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class Advance shall be made from by the Lenders of such Classunder Section 2.1, each payment of commitment the Commitment Fee under Section 2.9, each payment of the Letter of Credit fee under Section 2.09 3.5 (except as provided therein) shall be made for the account of the Lenders of the applicable ClassLenders, and pro rata according to their respective Revolving Credit Commitments; (b) each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 or otherwise 2.11 shall be applied to the respective Revolving Credit Commitments of the Lenders of such ClassLenders, pro rata according to the respective Revolving Credit Commitments; (c) the making, Conversion, and Continuation of Advances of a particular Type (other than Conversions provided for by Section 5.4) shall be made pro rata among the Lenders holding Advances of such Type according to the amounts of their respective Commitments of such ClassRevolving Credit Commitments; (ii) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iiid) each payment or and prepayment of principal of Loans of a Class or interest on Advances by the Borrower or any Obligated Party of a particular Type of Loan shall be made to the Agent for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans such Advances of such Class Revolving Credit Loan held by them such Lenders; (ande) any and all other monies received by the Agent from any source other than pursuant to any of clauses (a) through (d) hereinabove (including, with respect without limitation, from the Borrower or any Guarantor) to be applied first against the Primary Obligations and shall be for the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of Section 2.08(e)); benefit and (iv) each payment of interest on Loans of a Class by the Borrower shall be made for account of the Lenders based upon each Lender's aggregate outstanding Advances of all Types and LC Participations and SL Participations to the aggregate outstanding Advances of all Types and LC Participations and SL Participations of all Lenders and then against the Secondary Obligations and shall be for the pro rata benefit and account of the Lenders based upon their respective unpaid amounts of the Secondary Obligations; and (f) the Lenders shall purchase from the Issuing Bank and the Swing Lender pursuant to Section 3.1 and Section 2.7 respectively, participations in the Letters of Credit and the related Letter of Credit Liabilities and the Swing Loans respectively, 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 concurrently 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 Currencytheir Revolving Credit 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 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 2.062.08, Section 2.08 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 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), subject to in accordance with the provisions of Section 2.02(e2.02(h); (iii) each payment or prepayment of principal of 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 respective unpaid principal amounts of the Loans Advances 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)Sections 2.10 and 2.11); and (iv) 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 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 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 concurrently 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 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 of such Classpro rata in accordance with their Revolving Credit Percentage Share, each payment of commitment fee fees under Section 2.09 2.05(a) and Section 2.05(b)(i) shall be made for account of the Revolving Credit Lenders of the applicable Classpro 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 2.06, Section 2.08 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 according amount that such 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), subject to Section 2.02(e); (iii) 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 of such Class pro rata in accordance with the respective unpaid principal amounts amount of the Revolving Credit 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))Revolving Credit Lenders; and (iv) each payment of interest on principal of Term Loans of a Class by the Borrower 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 by the Borrowers shall be made for account of the Revolving Credit Lenders 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 concurrently 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 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 Classrelevant Lenders, each payment of commitment fee Commitment Fees under Section 2.09 shall be made for account of the relevant Lenders of the applicable Class, and each termination or reduction of the amount of the Revolving Commitments of a Class under Section 2.06, Section 2.08 or otherwise 2.06 shall be applied to the respective Revolving Commitments of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments Term Percentages, US Revolving Percentages or Multicurrency Revolving Percentages or their respective shares of such Classany Incremental Facility, as the case may be; (ii) (A) each Term Borrowing of a Class 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 (in the case of continuations of Term Loans) and (B) each Revolving Borrowing shall be allocated pro rata among the Revolving Lenders according to the amounts of their respective 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), subject to Section 2.02(e)) as applicable; (iii) (A) each payment or prepayment of principal of Term 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 unpaid principal amounts of the Term Loans of such Class held by them under the applicable Facility; provided that any prepayment of the Term Loans under Section 2.08(a), (and, with respect to the b) or (c) shall be applied on a pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of Section 2.08(e)); basis to all Term Loans currently outstanding and (ivB) 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 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 concurrently 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. (a) Except to the extent otherwise provided herein: (i) each Borrowing of a Class borrowing from the Lenders under Section 2.1(a) shall be made from the Lenders of such ClassLenders, each payment of commitment fee the Fees under Section 2.09 3.6(a), Section 3.6(b)(ii) and Section 3.6(d) shall be made for the account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 or otherwise 2.13 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 payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that if immediately prior to giving effect to any such payment in respect of any 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 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 Commitments; (iii) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amount of interest on such Revolving Loans then due and payable to the respective Lenders; (iv) the making, Conversion and Continuation of Revolving Loans of a Class particular Type (other than Conversions provided for by Section 4.6) shall be allocated made pro rata among the Lenders according to the amounts of their respective 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 Conversions and continuations Continuations of Revolving Loans), subject to Section 2.02(e)) and the then current Interest Period for each Lender’s portion of each Revolving Loan of such Type shall be coterminous; (iiiv) each the Lenders’ participation in, and payment or prepayment obligations in respect of, Letters of principal of Loans of a Class by the Borrower Credit under Section 2.4, shall be made for account of the Lenders of such Class pro rata in accordance with the their 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))Commitments; and (ivvi) each the Lenders’ participation in, and payment of interest on obligations in respect of, Swingline Loans of a Class by the Borrower under Section 2.2, shall be made for account of the Lenders pro rata in accordance with their respective Commitments. All payments of principal, interest, fees and other amounts in respect of the amounts Swingline Loans shall be for the account 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 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 concurrently 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 (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign CurrencySection 2.2(e)).

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, 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 2.06, 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 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 or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders of 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 any right of set-off, or otherwise) on account of the principal of, or interest on, or fees in respect of, any amount due to such Class held 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 them (andan 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 pro rata treatment of prepayments between ClassesLenders, any such prepayments Lender shall purchase from the other Lenders such participation in such amounts due to them as shall be made in accordance necessary to cause such purchasing Lender to share the excess payment ratably with the provisions each of Section 2.08(e))them; and (iv) provided however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each payment of interest on Loans of a Class by the Borrower Lender shall be made for account of the Lenders pro rata in accordance with the amounts of interest on rescinded and such Loans of such Class then due and payable 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 concurrently 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 (subject according to the terms 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 conditions contained hereindisproportionate payments of principal shall be shared by the purchase of separate participation in unpaid principal obligations. Borrower agrees that any Lender so purchasing a 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 Multicurrency Borrowing Lender may receive and retain an amount in an Agreed Foreign Currencyexcess 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) each Syndicated Borrowing of a particular 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 2.06, Section 2.08 or otherwise shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their the respective Commitments of such Class; (ii) each Borrowing of a Class or their respective Revolving Credit Sub-Commitments and shall be allocated pro rata among the applicable Lenders according to the amounts of their respective Commitments of such Class or their respective Revolving Credit Sub-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), subject (ii) each payment of commitment fees under Section 2.12 shall be made for account of the relevant Revolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments, Dollar Revolving Credit Sub-Commitments or Multicurrency Revolving Credit Sub-Commitments under Section 2.09 shall be applied to Section 2.02(e)the respective Revolving Credit Commitments or Revolving Credit Sub-Commitments, pro rata in accordance with their respective Revolving Credit Commitments or Revolving Credit Sub-Commitments of the relevant Revolving Credit Lenders; (iii) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated 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))Lenders; and (iv) each payment of interest on Syndicated Loans of a any Class by the Borrower shall be made for account of the applicable Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders; provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (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 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 2.062.07, Section 2.08 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 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 or prepayment of principal of 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 2.08(e2.09(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 that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except as provided in the two succeeding sentences with respect to the extent otherwise provided herein: (i) Competitive Borrowings and as required under Section 2.16 or 2.23, each Borrowing Borrowing, each payment or prepayment of a Class shall be made from the Lenders principal of such Classany Borrowing, each payment of commitment fee under Section 2.09 shall be made for account interest on the Loans, each payment of the Lenders of the applicable 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 2.06, 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 any Type shall be allocated pro rata among the Lenders according 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 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), subject to Section 2.02(e); (iii) each payment or prepayment of principal of Loans of a Class by determining the Borrower shall be made for account available Commitments of the Lenders at any time, each outstanding Competitive Borrowing shall be deemed to have utilized the Commitments of the Lenders (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, with respect to the pro rata treatment of prepayments between Classes, any such prepayments funds shall be made in accordance with the provisions of Section 2.08(e)); and applied (ivi) 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 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; provided however thatparties 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, 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 concurrently 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 Currencyamount.

Pro Rata Treatment. Except Each payment and prepayment of interest and/or principal on the Credit Exposures to the extent otherwise provided herein: Agent for the account of the Bank or the Banks or the Issuing Bank or the Issuing Banks hereunder (i) each Borrowing whether directly made by the Borrower or received by the Agent, a Bank or an Issuing Bank through the exercise of a Class right of set-off or otherwise), shall be made from the Lenders of such Classpro rata, 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 2.06, Section 2.08 or otherwise shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts each Bank's or Issuing Bank's Pro Rata Share of their respective Commitments of such Class; (ii) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (Credit Exposures and according, in the case of the making payments or prepayments in respect 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 or prepayment of principal of 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 then outstanding principal amounts of the Loans Notes which are being paid or prepaid and each payment and prepayment of such Class held fees under Section 2.02 (b)(i) (whether directly made by them (andthe Borrower or received by the Agent, with respect to a Bank or an Issuing Bank through the pro rata treatment exercise of prepayments between Classesa right of set-off or otherwise), any such prepayments shall be made in accordance with pro rata, according to each Bank's Pro Rata Share of the provisions of Section 2.08(e))Commitment; and (iv) each payment of interest on Loans of a Class provided, however, that any amounts payable by the Borrower pursuant to any of Section 2.02(c) and/or pursuant to any of Sections 2.10(d), (e) or (f), Section 9.02 or Section 9.08 shall be made paid to the Agent for the account of the Lenders pro rata in accordance with Bank or Banks or the Issuing Bank or Issuing Banks entitled to such amounts of interest on such Loans of such Class then due and any amounts payable pursuant to Section 2.15 shall be paid to the respective LendersBank or Banks entitled to such amounts; and provided however thatfurther, notwithstanding anything to the contrary contained hereinhowever, in the event that pursuant to Section 2.10 (b), (c) or (g) any of the Borrower wishes to make Banks has a Multicurrency Borrowing Reference Rate Loan in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make lieu of a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available Libor Loan as a result of application of any of the provisions of such prepayment Sections and the Borrower pays or prepays a Libor Loan the Borrower shall concurrently prepay such Bank's Reference Rate Loan on a pro rata basis as a condition to make (subject any such prepayment, all to the terms end that following any partial prepayment, each Bank's Pro Rata Share of the Revolving Credit Loans shall be equal to such Bank's Pro Rata Share of the Commitment. Notwithstanding the foregoing provisions of this Section 2.16, upon the occurrence and conditions contained herein) during the continuance of an Event of Default, each payment and prepayment of principal and interest on the Loans to the Agent for the account of the Banks and the Issuing Banks or to the Banks and the Issuing Banks hereunder (whether directly made by the Borrower or received by the Agent, a Multicurrency Borrowing in Bank or an Agreed Foreign CurrencyIssuing Bank through the exercise of a right of set-off or otherwise), shall be made pro rata, according to each Bank's and each Issuing Bank's Pro Rata Share of the Credit Exposures.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Revolving Borrowing of a Class shall be made from the Lenders of such ClassRevolving Lenders, each Term Borrowing shall be made from the Term Lenders, each payment of commitment fee under Section 2.09 2.10 shall be made for the account of the Revolving Lenders of and the applicable ClassTerm 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 2.06, Section 2.08 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 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), subject to Section 2.02(e); (iii) each Term Borrowing shall be allocated pro rata among the Term Lenders according to the amounts of their respective Term 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 of such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them them; (and, with respect to the pro rata treatment v) each payment or prepayment of prepayments between Classes, any such prepayments principal of Term Loans by Borrower shall be made for the account of the Term Lenders pro rata in accordance with the provisions respective unpaid principal amounts of Section 2.08(e))the Term Loans held by them; and (ivvi) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Revolving Lenders 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 concurrently 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 to make (subject participation, acquire or assume any obligations on account of the Revolving Loan Commitments of the Revolving Lenders). Each of Borrower and Guarantor consents to the terms foregoing and conditions contained herein) 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 as expressly otherwise provided herein: (i) , each Borrowing borrowing of a Class shall be made Loans by the Borrower from the Lenders of such Classhereunder shall be made, each payment (except as provided in Section 2.22(a)) by the Borrower on account of any commitment fee under Section 2.09 shall be made for account in respect of the Lenders of the applicable ClassCommitments hereunder and any reduction (except as provided in Section 2.15, and each termination 2.21(a), 2.22, 2.24, 2.25, 2.26, 10.08(f) or reduction of the amount 10.08(i)) of the Commitments of a Class under Section 2.06, Section 2.08 or otherwise the Lenders shall be applied to allocated by the respective Commitments of the Lenders of such ClassAdministrative Agent, 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 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 or prepayment of principal of Loans of a Class by the Borrower shall be made for account Revolving Commitment Percentages of the Lenders (other than payments in respect of any difference in the FacilityCommitment Fee in respect of any Tranche); provided that, at the request of the Borrower, in lieu of such Class application on a pro rata in accordance with basis among all Commitments, such reduction may be applied to any Commitments so long as the respective unpaid principal amounts of the Loans Maturity Date of such Class held by them (and, with respect to Commitments precedes the pro rata treatment Maturity Date of prepayments between Classes, any such prepayments shall be made in accordance with the provisions each other Tranche 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 Commitments then due and payable to the respective Lenders; provided however that, notwithstanding anything to the contrary contained hereinoutstanding or, in the event more than one Tranche of Commitments shall have an identical Maturity Date that precedes the Maturity Date of each other Tranche of Commitments then outstanding, to such Tranches on a pro rata basis. Each payment (including each prepayment, but excluding payments made pursuant to Sections 2.15, 2.20, 2.21(a), 2.22, 2.24, 2.25, 2.26, 10.05, 10.08(f) or 10.08(i)) by the Borrower wishes on account of principal of and interest on any Tranche of Loans (other than payments in respect of any difference in the interest accruing in respect of any Tranche) shall be allocated by the Administrative Agent pro rata according to 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 respective outstanding principal amounts of such Borrowing to prepay Tranche then held by the Multicurrency Loans respective Lenders (without making a ratable prepayment to or as otherwise provided in the Dollar Loansapplicable Incremental Commitment Amendment, Extension Amendment or Specified Refinancing Amendment, if applicable). This Section 2.17 may be amended in accordance with Section 10.08(g) solely to the extent that the Borrower concurrently utilizes necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any Multicurrency Commitments made available new Tranches added pursuant to Sections 2.24, 2.25, 2.26, 10.08(e) and 10.08(i), as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign Currencyapplicable.

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 of such ClassLenders, each payment of commitment fee the Fees under Section 2.09 3.6(a) and Section 3.6(b) (other than those solely for the account of the Issuing Lender) shall be made for the account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 or otherwise 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 ClassCommitments; (ii) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iiib) each payment or prepayment of principal of Revolving Loans of a Class by the Borrower Borrowers shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them (andthem, with provided that if immediately prior to giving effect to any such payment in respect to of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with their respective Commitments in effect at the provisions 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 Section 2.08(e))the Revolving Loans being held by the Lenders pro rata in accordance with their respective Commitments; and (ivc) each payment of interest on Revolving Loans of a Class by the Borrower Borrowers shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; (d) the making, Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided however that, notwithstanding anything for by Section 4.6) 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 Type shall be coterminous; (e) the Multicurrency 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 Commitments; and (f) the Lenders' participation in, and payment obligations in respect of, Swingline Loans under Section 2.2, shall be 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 (without making a ratable prepayment to the Dollar Loans) solely except to the extent that any Lender shall have acquired a participating interest in any such Swingline Loan pursuant to Section 2.2(e)). All payments of principal and interest in respect of Competitive Advances shall be for the Borrower concurrently utilizes any Multicurrency Commitments made available as a result account of the Lender making such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign Currency.Competitive Advance only. Section 3.3

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, each payment of commitment fee fees under Section 2.09 Sections 2.5 and letter of credit ------------ fees under subsection 2.7(c) shall be made for the account of the Lenders of the applicable Class, ----------------- holding Revolving Commitments and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 or otherwise shall be applied to the respective Commitments of the Lenders of such Classholding the applicable Commitments, pro rata according to the amounts of their respective Commitment Percentages (calculated with respect to the Commitments of such Classfor the Loans in question only); (iib) each Borrowing the making, Conversion, and Continuation of Accounts of a Class particular Type (other than Conversions provided for by Section 6.4) shall be allocated ----------- made pro rata among the Lenders holding Accounts of such Type according to the amounts of their respective Commitment Percentages (calculated with respect to the Commitments of such Class (for the Loans 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(equestion only); (iiic) 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 of holding such Class Loans or 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 them such Lenders; provided that as long as no -------- default in the payment of interest exists, payments of interest made when Lenders are holding different types of Accounts applicable to the same Loan as a result of the application of Section 6.4, shall be made to the Lenders in ----------- accordance with the amount of interest owed to each; and (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 treatment with respect to each remaining installment of prepayments between Classesprincipal. If at any time payment, in whole or in part, of any such prepayments shall amount distributed by Administrative Agent hereunder is rescinded or must otherwise be made in accordance with the provisions of Section 2.08(e)); and (iv) restored or returned by Administrative Agent as a preference, fraudulent conveyance, or otherwise under any bankruptcy, insolvency, or similar law, then 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 Person receiving any portion of such Class then due and payable amount agrees, upon demand, to return 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 portion of such Borrowing amount it has received to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign CurrencyAdministrative Agent.

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 2.06, 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 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 or prepayment of principal of 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(eSections 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 that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (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: (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 fee under Section 2.09 fees shall be made for the account of the Lenders of the applicable ClassRevolving Loan Lenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 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 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); (iiic) each payment or prepayment of principal of Loans of a Class by the Borrower advance loan commitment fees 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, according to the Advance Loan Lenders' respective Advance Loan Commitments; (d) each payment by Borrower of principal of or interest on the Advance 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 in accordance with the respective unpaid principal amounts of such Class Advance Loans or 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 the Lenders (and, with respect to the pro rata treatment of prepayments between Classes, any i.e. such prepayments payments shall be made in accordance with the provisions of Section 2.08(e)); and (iv) each payment of interest on Loans of a Class shared by the Borrower shall be made for account all of the Lenders 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; provided however thatholders of Revolving Notes or Advance Notes, notwithstanding anything to regardless of any attempted contrary designation by Borrower), 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 concurrently 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 Currencytheir respective Revolving Loan Commitment Percentages.

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 of such ClassLenders, each payment of commitment fee the fees under Section 2.09 Sections 3.6.(b) shall be made for the account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Revolving Commitments of a Class under Section 2.06, Section 2.08 2.10. or otherwise pursuant to this Agreement 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 ClassRevolving Commitments; (ii) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iiib) each payment or prepayment of principal of Loans of a Class designated by the Borrower as a payment or prepayment of Revolving Loans (or, so long as there are Revolving Loans outstanding, with respect to which the Borrower does not designate its application) shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them (andthem, with provided that if immediately prior to giving effect to any such payment in respect to of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with their respective Revolving Commitments in effect at the provisions 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 Section 2.08(e))the Revolving Loans being held by the Lenders pro rata in accordance with their respective Revolving Commitments; and (ivc) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Revolving Loans of such Class then due and payable to the respective Lenders; (d) the Conversion and Continuation of Loans of a particular Type (other than Conversions provided however that, notwithstanding anything for by Section 5.1.) shall be made pro rata among the Lenders according to the contrary contained hereinamounts of their respective Loans and the then current Interest Period for each Lender’s portion of each Loan of such Type shall be coterminous; (e) each payment or prepayment of principal of Loans designated by the Borrower as a prepayment of Term Loans shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Term Loans held by them; and (f) each payment of interest on Term Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on the Term Loans then due and payable to the respective Lenders. Notwithstanding the foregoing, any payment or prepayment of principal or interest (i) made during the occurrence of a Default or Event of Default or (ii) made pursuant to Section 2.6.(b)(iii), shall be made (A) in the event that case of payment or prepayment of principal, for the Borrower wishes to make a Multicurrency Borrowing account of the Lenders pro rata in an Agreed Foreign Currency accordance with the respective unpaid principal amounts of the Loans held by them, and (B) in the Multicurrency Commitments are fully utilizedcase of payment or prepayment of interest, first for the Borrower may make a Borrowing under account of the Dollar Commitments (if otherwise permitted hereunder) and may use Lenders pro rata in accordance with the proceeds respective unpaid principal amounts of such Borrowing to prepay all Base Rate Loans, then pro rata in accordance with the Multicurrency Loans (without making a ratable prepayment to the Dollar respective unpaid principal amounts of all LIBOR Loans) solely to the extent that the Borrower concurrently 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, each Lender agrees that: (i) each Borrowing of a Class borrowing from the Lenders under SECTION 2.01 and each continuation and conversion under SECTION 2.02 shall be made from the Lenders pro rata in accordance with their Percentage Share of such Classthe aggregate Revolver Commitments or aggregate Term Loan Commitments, as the case may be, each payment of commitment fee fees under Section 2.09 SECTIONS 2.04(a) and 2.04(b)(i), shall be made for account of the Revolver Lenders pro rata in accordance with their Percentage Share of the applicable Classaggregate Revolver Commitments, and each termination or reduction of the amount of the Commitments of a Class Aggregate Maximum Revolver Amount under Section 2.06, Section 2.08 or otherwise SECTION 2.03(a) shall be applied to the respective Commitments Revolver Commitment of the Lenders of such Classeach Revolver Lender, pro rata according to the amounts of their its respective Commitments of such ClassRevolver Commitment; (ii) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iii) each payment or prepayment of principal of Revolver Loans of a Class by the Borrower shall be made for account of the Revolver Lenders of such Class pro rata in accordance with the respective unpaid principal amounts amount of the Revolver Loans of such Class held by them the Revolver Lenders; (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 (iviii) each payment of interest on Revolver Loans of a Class by the Borrower shall be made for account of the Revolver Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Revolver Lenders; provided however that, notwithstanding anything (iv) each payment of principal of Term Loans by the Borrower shall be made for account of the Term Loan Lenders pro rata in accordance with the respective unpaid principal amount of the Term Loans held by the Term Loan Lenders; (v) each payment of interest on Term Loans by the Borrower shall be made for account of the Term Loan Lenders pro rata in accordance with the amounts of interest due and payable to the contrary contained herein, in the event that respective Term Loan Lenders; and (vi) each reimbursement by the Borrower wishes of disbursements under Letters of Credit shall be made for account of the Issuing Bank or, if funded by the Revolver Lenders, pro rata for the account of the Revolver Lenders in accordance with the 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 concurrently 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 Currencyeach respective Revolver Lender.

Pro Rata Treatment. Except to the extent otherwise provided herein: as permitted under Sections 2.14, 2.15(c), 2.15(f), 2.16, 2.17 and 2.24, (i) each Primary Borrowing, each reduction of the aggregate Primary Commitments and each refinancing of any Borrowing with, or conversion of any Borrowing to, a Class Primary Borrowing, or continuation of any Borrowing as a Primary Borrowing, shall be made from allocated pro rata among the Primary Lenders in accordance with their respective Primary Commitments (or, if such Primary Commitments shall have expired or been terminated, in accordance with the respective principal amount of such Class, their Primary Loans) and each payment or prepayment of principal of any Primary Borrowing and each payment of commitment fee under Section 2.09 interest on the Primary Loans shall be made for account of allocated pro rata in accordance with the Lenders of the applicable Class, and each termination or reduction of the respective principal amount of the Commitments of a Class under Section 2.06Primary Loans then held by the Primary Lenders, 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 Pounds Sterling Borrowing, each reduction of the aggregate Pounds Sterling Commitments and each refinancing of any Borrowing with, or conversion of any Borrowing to, a Class Pounds Sterling Borrowing, or continuation of any Borrowing as a Pounds Sterling Borrowing, shall be allocated pro rata among the Pounds Sterling Lenders in accordance with their respective Pounds Sterling Commitments (or, if such Pounds Sterling Commitments shall have expired or been terminated, in accordance with the respective principal amount of their outstanding Pounds Sterling Loans) and each payment or prepayment of principal of any Pounds Sterling Borrowing and each payment of interest on the Pounds Sterling Loans shall be allocated pro rata in accordance with the respective principal amount of the Pounds Sterling Loans then held by the Pounds Sterling Lenders and (iii) each Canadian Borrowing, each reduction of the aggregate Canadian Commitments and each refinancing of any Canadian Borrowing, or continuation of any Borrowing as a Canadian Borrowing, shall be allocated pro rata among the Canadian Lenders in accordance with their respective Canadian Commitments (or, if such Canadian Commitments shall have expired or been terminated, in accordance with the respective principal amount of their outstanding Canadian Revolving Credit Loans) and each payment or prepayment of principal of any Canadian Borrowing and each payment of interest on the Canadian Loans shall be allocated pro rata in accordance with the respective principal amount of the Canadian Loans then held by the Canadian Lenders. Each payment of principal of any Competitive Borrowing shall be allocated pro rata among the Lenders according to 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), subject to Section 2.02(e); (iii) each payment or prepayment of principal of Loans of a Class by determining the Borrower shall be made for account available Commitments of the Lenders at any time, each outstanding Competitive Borrowing shall be deemed to have utilized the Commitments of the Lenders (including those Lenders that shall not have made Loans as part of such Class Competitive Borrowing) pro rata in accordance with such respective Commitments. Each Lender agrees that in computing such Lender's portion of any Borrowing to be made hereunder, the respective unpaid principal amounts of the Loans Administrative Agent may, in its discretion, round each Lender's percentage of such Class held by them (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made Borrowing computed 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 2.1, 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 concurrently 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 Currencyamount.

Pro Rata Treatment. Except to the extent otherwise provided herein, each Lender agrees that: (i) each Borrowing of a Class borrowing from the Lenders under Section 2.01 and each continuation and conversion under Section 2.02 shall be made from the Lenders pro rata in accordance with their Percentage Share of such Classthe aggregate Revolver Commitments or aggregate Term Loan Commitments, as the case may be, each payment of commitment fee fees under Section 2.09 Sections 2.04(a) and 2.04(b)(i), shall be made for account of the Revolver Lenders pro rata in accordance with their Percentage Share of the applicable Classaggregate Revolver Commitments, and each termination or reduction of the amount of the Commitments of a Class Aggregate Maximum Revolver Amount under Section 2.06, Section 2.08 or otherwise 2.03(a) shall be applied to the respective Commitments Revolver Commitment of the Lenders of such Classeach Revolver Lender, pro rata according to the amounts of their its respective Commitments of such ClassRevolver Commitment; (ii) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iii) each payment or prepayment of principal of Revolver Loans of a Class by the Borrower shall be made for account of the Revolver Lenders of such Class pro rata in accordance with the respective unpaid principal amounts amount of the Revolver Loans of such Class held by them the Revolver Lenders; (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 (iviii) each payment of interest on Revolver Loans of a Class by the Borrower shall be made for account of the Revolver Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Revolver Lenders; provided however that, notwithstanding anything (iv) each payment of principal of Term Loans by the Borrower shall be made for account of the Term Loan Lenders pro rata in accordance with the respective unpaid principal amount of the Term Loans held by the Term Loan Lenders; (v) each payment of interest on Term Loans by the Borrower shall be made for account of the Term Loan Lenders pro rata in accordance with the amounts of interest due and payable to the contrary contained herein, in the event that respective Term Loan Lenders; and (vi) each reimbursement by the Borrower wishes of disbursements under Letters of Credit shall be made for account of the Issuing Bank or, if funded by the Revolver Lenders, pro rata for the account of the Revolver Lenders in accordance with the 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 concurrently 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 Currencyeach respective Revolver Lender.

Pro Rata Treatment. Except to the extent otherwise provided herein: herein (including Section 2.19): (i) each Borrowing of a Class Revolving Credit Loans shall be made from the Lenders of such ClassRevolving Credit Lenders, each payment of commitment fee under Section 2.09 2.10 in respect of the Revolving Credit Commitments shall be made for account of the Lenders of the applicable ClassRevolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments of a Class under Section 2.06, Section 2.08 or otherwise 2.07 shall be applied to the respective Second Amended and Restated Credit Agreement Revolving Credit Commitments of the Lenders of such ClassRevolving Credit Lenders, pro rata according to the amounts of their respective Commitments of such ClassRevolving Credit Commitments; (ii) each Borrowing of a Class Revolving Credit Loans shall be allocated pro rata among the Revolving Credit Lenders according to the amounts of their respective Revolving Credit Commitments of such Class (in the case of the making of Revolving Credit Loans) or their respective Revolving Credit Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Revolving Credit Loans), subject to Section 2.02(e); (iii) the Borrowing of Term Loans shall be allocated pro rata among the Term Lenders according to the amounts set forth on Schedule 1 hereto (in the case of the making of Term Loans) or their respective Term Loans that are to be included in such Borrowing (in the case of conversions and continuations of Term Loans); (iv) each payment or prepayment of principal of Revolving Credit Loans of a Class and Term Loans by the Borrower Borrowers shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid 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))them; and (ivv) each payment of interest on Revolving Credit Loans of a Class and Term Loans by the Borrower Borrowers shall be made for account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except as provided below in this Section 2.18 with respect to the extent otherwise provided herein: Swingline Loans and as required or contemplated under Sections 2.15, 2.16, 2.17, 2.21, 2.22, 2.26, 2.28 and/or 9.04(k), each Borrowing, each payment or prepayment of principal (ior Face Amount, as applicable) each Borrowing of a Class shall be made from the Lenders of such Classany Borrowing, each payment of commitment fee under Section 2.09 shall be made for account interest on the Loans, each payment of the Lenders of the applicable Classa Drawing Fee, a Commitment Fee and an L/C Participation Fee and each termination or reduction of the amount Revolving Credit Commitments under a given Class and each conversion of the Commitments any Borrowing to or continuation of any Borrowing as a Class under Section 2.06, 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 any Type shall be allocated pro rata among the relevant Lenders according to in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their respective applicable outstanding Loans). For purposes of determining the available US Revolving Credit Commitments of the relevant Lenders at any time (but subject to the last sentence of Section 2.05(a)(i)), each outstanding US Swingline Loan shall be deemed to have utilized the relevant US Revolving Credit Commitments of such Class Lenders (in the case of the making of including those Lenders which shall not have made US Swingline 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 or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with such respective US Revolving Credit Commitments. For purposes of determining the respective unpaid principal amounts available Multicurrency Revolving Credit Commitments of the Loans relevant Lenders at any time (but subject to the last sentence of Section 2.05(a)(ii)), each outstanding Multicurrency Swingline Loan shall be deemed to have utilized the relevant Multicurrency Revolving Credit Commitments of such Class held by them Lenders (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments including those Lenders which shall be not have made in accordance with the provisions of Section 2.08(e)); and (ivMulticurrency Swingline Loans) 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 such respective Multicurrency Revolving Credit Commitments. Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, 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 concurrently 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 Currencynext higher or lower whole dollar amount.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a Class borrowing from the Lenders under Section 2.1(a) shall be made from the Lenders of such ClassLenders, each payment of commitment fee the Fees under Section 2.09 3.6(a), Section 3.6(b)(ii) and Section 3.6(d) shall be made for the account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 or otherwise 2.13 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 payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that if immediately prior to giving effect to any such payment in respect of any 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 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 Commitments; (iii) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amount of interest on such Revolving Loans then due and payable to the respective Lenders; (iv) the making, Conversion and Continuation of Revolving Loans of a Class particular Type (other than Conversions provided for by Section 4.6) shall be allocated made pro rata among the Lenders according to the amounts of their respective 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 Conversions and continuations Continuations of Revolving Loans), subject to Section 2.02(e)) and the then current Interest Period for each Lender’s portion of each Revolving Loan of such Type shall be coterminous; (iiiv) each the Lenders’ participation in, and payment or prepayment obligations in respect of, Letters of principal of Loans of a Class by the Borrower Credit under Section 2.4, shall be made for account of the Lenders of such Class pro rata in accordance with the their 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))Commitments; and (ivvi) each the Lenders’ participation in, and payment of interest on obligations in respect of, Swingline Loans of a Class by the Borrower under Section 2.2, shall be made for account of the Lenders pro rata in accordance with their respective Commitments. All payments of principal, interest, fees and other amounts in respect of the amounts Swingline Loans shall be for the account 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 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 concurrently 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 (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign CurrencySection 2.2(e)).

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: herein (iincluding without limitation, as specified in Sections 2.2(f), 2.10(c) and 2.12(c) hereof): (a) each Borrowing borrowing from an applicable Class of a Class Lenders under Section 2.1 hereof shall be made from the Lenders of such Classmade, each payment of commitment fee under Section 2.09 Commitment Fees shall be made and applied for the account of the Lenders of the applicable ClassUS Lenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 or otherwise shall be applied to the respective US Revolving Credit Commitments of the US Lenders, and each termination or reduction of the Canadian Revolving Credit Commitments of the Canadian 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 applicable Lender’s Commitment Percentage; (ii) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iiib) each payment or prepayment by the US Borrower of principal of or interest on US Revolving Loans of a Class by the Borrower (but not Swingline Loans) shall be made to the US Administrative Agent for the account of the US Lenders of such Class pro pro-rata in accordance with the respective unpaid principal amounts of the such US Revolving Loans of such Class held by them (andthe US Lenders, and amounts payable with respect to Swingline Loans shall be paid only to the pro rata treatment Swingline Lender; (c) each payment or prepayment by the Canadian Borrower of prepayments between Classes, any such prepayments principal of or interest on Canadian Revolving Loans shall be made in accordance with to the provisions of Section 2.08(e)); and (iv) each payment of interest on Loans of a Class by Canadian Administrative Agent for the Borrower shall be made for account of the Canadian Lenders pro pro-rata in accordance with the respective unpaid principal amounts of interest on such Canadian Revolving Loans of such Class then due and payable to held by the respective Canadian Lenders; provided however that, notwithstanding anything to (d) the contrary contained herein, US Lenders (other than the applicable Issuing Bank in its capacity as a US Lender) shall purchase from the applicable 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 US 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 upon issuance by the Borrower concurrently utilizes any Multicurrency Commitments made available applicable Issuing Bank of each US Letter of Credit as otherwise provided for herein; (e) the Canadian Lenders (other than the applicable Issuing Bank in its capacity as a result Canadian Lender) shall purchase from the applicable Issuing Bank participations in the Canadian Letters of such prepayment to make (subject Credit to the terms extent of their respective Commitment Percentages upon issuance by the applicable Issuing Bank of each Canadian Letter of Credit as otherwise provided for herein; and conditions contained (f) the US Lenders (other than the Swingline Lender) shall purchase from the Swingline Lender participations in the Swingline Loans to the extent of their respective Commitment Percentages upon request by the Swingline Lender as otherwise provided for herein) 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 of such ClassLenders, each payment of commitment fee the fees under Section 2.09 Sections 3.6(b), 3.6(d) and the first sentence of 3.6(e) shall be made for account the ratable benefit of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 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 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); (iiib) each payment or prepayment of principal of Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class each Lender pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them (andthem, with provided that if immediately prior to giving effect to any such payment in respect to of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with their respective Commitments in effect at the provisions 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 Section 2.08(e))the Revolving Loans being held by the Lenders pro rata in accordance with their respective Commitments; and (ivc) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided however that, notwithstanding anything 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 concurrently 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 (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign CurrencySection 2.3).

Pro Rata Treatment. Except If any 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 Loans (or participations in LC Disbursements) (other than pursuant to Sections 2.4, 2.10 or 2.11), resulting in such Lender receiving payment of a greater proportion of the aggregate principal amount of its Loans (and participations in LC Disbursements) and accrued interest thereon than the proportion of such amounts received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans (and LC Disbursements) of the other Lenders to the extent otherwise provided herein: (i) each Borrowing necessary so that the benefit of a Class such payments shall be made from shared by all 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 2.06, 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 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 or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata ratably in accordance with the aggregate amount of principal of and accrued interest on their respective unpaid principal amounts Loans (and participations in LC Disbursements); PROVIDED that (i) if any such participations are purchased and all or any portion of the Loans payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such Class held recovery, without interest unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each Lender returning funds to such Lender shall pay its pro rata share of such interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment obtained by them a Lender as consideration for the assignment of or sale of a participation in any of its Loans (andor participations in LC Disbursements) to any assignee or participant, other than to any Credit Party or any of its Subsidiaries or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent they may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to the pro rata treatment such participation as fully as if such Lender were a direct creditor 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 in the Lenders pro rata in accordance with the amounts of interest on such Loans amount 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 concurrently 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 Currencyparticipation.

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 the Lenders of such ClassLenders, each payment of commitment fee the Fees under Section 2.09 3.6(a), Section 3.6(b) and under the first sentence of Section 3.6(c) shall be made for the account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Revolving Commitments of a Class under Section 2.06, Section 2.08 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 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); (iiib) 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 of such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them 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 (ivc) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Revolving 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 that(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, notwithstanding anything each 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, 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 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 concurrently 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 (subject to the terms and conditions contained herein) 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 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 2.06, 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 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 or prepayment of principal of Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of Section 2.08(e)); and (iv) each payment of interest on Loans of a Class by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (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 particular Class (including of a particular Series of Incremental Loans) shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.09 2.12 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class (including of a particular Series of Incremental Loans) under Section 2.06, Section 2.08 or otherwise 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 of any Class (including of a Class particular Series of Incremental Loans) shall be allocated pro rata among the relevant Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Term Loans or Incremental Loans) or their respective Term Loans or Incremental Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Term Loans or Incremental Loans), subject to Section 2.02(e); (iii) each payment or prepayment by the U.S. Borrower of principal of Term Loans or Incremental Loans of a particular Class by the Borrower (including of a particular Series of Incremental Loans) shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Term Loans or Incremental 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))them; and (iv) each payment by the U.S. Borrower of interest on Term Loans or Incremental Loans of a particular Class by the Borrower (including of a particular Series of Incremental Loans) shall be made for the account of the relevant Lenders pro rata in accordance with the amounts of interest on such Term Loans of such Class or Incremental Loans then due and payable to the respective Lenders; provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (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 ClassClass of Commitments, each payment of commitment fee under Section 2.09 2.11 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of the applicable Classrespective Class of Commitments, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.06, Section 2.08 or otherwise shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments; (ii) each 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), subject to Section 2.02(e); (iii) each payment or prepayment of principal of Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class of Commitments 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))them; and (iv) each payment of interest on Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments then due and payable to the respective Lenders; provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (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) (x) other than with respect to any Borrowing requested pursuant to Section 2.18(a), each Borrowing of a Class shall be made from the Lenders of such Class, (y) other than the payment of a commitment fee to a Non-Extending Lender on the Non-Extending Revolver Termination Date, each payment of a commitment fee under Section 2.09 shall be made for the account of the Lenders of the applicable Class, and (z) other than with respect to any termination or reduction of Commitments in accordance with Section 2.06(f), each termination or reduction of the amount of the Commitments of a Class under Section 2.06, 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) other than with respect to any Borrowing requested pursuant to Section 2.18(a), each Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments Applicable Percentage of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iii) other than in connection with a termination or reduction of Commitments in BUSINESS.29745768.5 accordance with Section 2.06(f), the payment of a Non-Extending Lender’s Non-Extending Loans on the Non-Extending Maturity Date pursuant to Section 2.07(a), a mandatory prepayment pursuant to Section 2.08(d), or the payment of a Non-Extending Lender’s Non-Extending Loans pursuant to Section 2.18, each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of Section Sections 2.08(e) and (f)); and (iv) other than the payment of interest to a Non- Extending Lender on its applicable Non-Extending Maturity Date, each payment of interest on Loans 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 (which may, for the avoidance of doubt, be different amounts and percentages as between the Non-Extending Lenders and the Extending 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 concurrently 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. Each Borrowing requested pursuant to Section 2.18(a) shall be made from each Extending Lender on a pro rata basis according to the amounts of their respective Commitments. Any termination or reduction of Commitments in accordance with Section 2.06(f) (including any payment or prepayment of principal of Loans in connection therewith), shall be applied to each Non-Extending Lender on a pro rata basis according to the amounts of its Commitments or Loans, as applicable, any payment of Non-Extending Loans on the Non-Extending Maturity Date pursuant to Section 2.07(a) shall be made for the account of each Non-Extending Lender pro rata in accordance with the respective unpaid principal amounts of the Non-Extending Loans held by it, and any mandatory prepayment of Non-Extending Loans pursuant to Section 2.08(d) shall be made for the account of each Non-Extending Lender pro rata in accordance with the respective unpaid principal amounts of the Non-Extending Loans held by it. For the avoidance of doubt, no payments shall be allocated solely to Non-Extending Lenders following the occurrence and during the continuance of a Default or Event of Default.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class borrowing from the Lenders under Section 2.1.(a) shall be made from the Lenders of such ClassLenders, each payment of commitment fee the Fees under Section 2.09 3.6.(a), the first sentence of Section 3.6.(b) and Section 3.6.(c) shall be made for the account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 or otherwise 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 ClassCommitments; (ii) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iiib) each payment or prepayment of principal of Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them (andthem, with provided that if immediately prior to giving effect to any such payment in respect to of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with their respective Commitments in effect at the provisions 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 Section 2.08(e))the Revolving Loans being held by the Lenders pro rata in accordance with their respective Commitments; and (ivc) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; (d) the making, Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided however that, notwithstanding anything for by Section 4.6.) 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) the Lenders' participation in, and payment obligations in respect of, Letters of Credit under Section 2.4., shall be pro rata in accordance with their respective Commitments; (f) the Lenders' participation in, and payment obligations in respect of, Swingline Loans under Section 2.3., shall be in accordance with their respective Commitments; and (g) each mandatory prepayment of principal of Bid Rate Loans by the Borrower wishes pursuant to make a Multicurrency Borrowing Section 2.8.(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 Loans then owing to each such Lender. All payments of principal, interest, fees and other amounts in respect of the Multicurrency Commitments are fully utilized, Swingline Loans shall be for the Borrower may make a Borrowing under account of the Dollar Commitments 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 concurrently 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 (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign CurrencySection 2.3.(e)).

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) prior to the Step-Up Date, each Borrowing of a Class shall be made from the Lenders Lenders, and each termination or reduction of such Classthe amount of the Initial Commitments under Section 2.08 shall be applied to the respective Initial Commitments of the Lenders, pro rata according to the amounts of their respective Initial Commitments; (ii) on and after the Step-Up Date, each payment of commitment fee under Section 2.09 Borrowing shall be made for account of from the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 or otherwise 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; (iiiii) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); provided that prior to the Step-Up Date, subject each Borrowing shall be allocated pro rata among the Lenders according to Section 2.02(e)the amounts of their respective Initial Commitments; (iiiiv) each payment of commitment fee under Section 2.11 shall be made for the account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (v) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of Section 2.08(e))them; and (ivvi) each payment of interest on Loans of a Class by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (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 Syndicated Borrowing of a particular Class from the Lenders under Section 2.01 hereof shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee fees under Section 2.09 2.11 hereof in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.06, Section 2.08 or otherwise 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 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), subject to Section 2.02(e); (iii) each payment or prepayment by the Borrower of principal of Syndicated Loans of a particular Class by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them (and, 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))them; and (iv) each payment by the Borrower of interest on Syndicated Loans of a particular Class by the Borrower shall be made for account of the relevant Lenders 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 concurrently 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 CurrencyRevolving Credit Lenders.

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, each payment of commitment fee fees under Section 2.09 Sections 2.5 hereof and letter of ------------ credit fees under Subsection 3.3 hereof shall be made for the account of the -------------- Lenders of the applicable Classholding Revolving Commitments, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 or otherwise shall be applied to the respective Commitments of the Lenders of such Classholding the applicable Commitments, pro rata according to the amounts of their respective Commitment Percentages (calculated with respect to the Commitments of such Classfor the Loans in question only); (iib) each Borrowing the making, Conversion, and Continuation of Accounts of a Class particular Type (other than Conversions provided for by Section 6.4 hereof) ----------- shall be allocated made pro rata among the Lenders holding Accounts of such Type according to the amounts of their respective Commitment Percentages (calculated with respect to the Commitments of such Class (for the Loans 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(equestion only); (iiic) 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 the Administrative Agent for the account of the Administrative Agent or the Lenders of holding such Class Loans or 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 them the Administrative Agent or such Lenders; provided that as long as no default in the payment of interest exists, -------- payments of interest made when Lenders are holding different types of Accounts applicable to the same Loan as a result of the application of Section 6.4, shall ----------- be made to the Lenders in accordance with the amount of interest owed to each; and (and, d) the Lenders holding Revolving Commitments (other than the Administrative Agent) shall purchase from the Administrative Agent participations in the Letters of Credit to the extent of their respective Commitment Percentages (calculated with respect to the pro rata treatment Revolving Commitments only). If at any time payment, in whole or in part, 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 amount distributed by the Borrower shall Administrative Agent hereunder is rescinded or must otherwise be made for account of restored or returned by the Lenders pro rata in accordance with the amounts of interest on such Loans Administrative Agent as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, then each Person receiving any portion of such Class then due and payable amount agrees, upon demand, to return the portion of such amount it has received 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 concurrently 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 CurrencyAdministrative Agent.

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 of such ClassLenders, each payment of commitment fee the fees under Section 2.09 3.5(a) shall be made for the account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Revolving Commitments of a Class under Section 2.06, Section 2.08 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 ClassRevolving Commitments; (ii) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iiib) each payment or prepayment of principal of Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them (andthem, with provided that if immediately prior to giving effect to any such payment in respect to of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with their respective Revolving Commitments in effect at the provisions 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 Section 2.08(e))the Revolving Loans being held by the Lenders pro rata in accordance with their respective Revolving Commitments; and (ivc) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Revolving Loans of such Class then due and payable to the respective Lenders; (d) the Conversion and Continuation of Loans of a particular Type (other than Conversions provided however that, notwithstanding anything for by Section 5.1) shall be made pro rata among the Lenders according to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency amounts of their respective Loans and the Multicurrency Commitments are fully utilizedthen current Interest Period for each Lender’s portion of each Loan of such Type shall be coterminous. Any payment or prepayment of principal or interest made: (i)(A) during the existence of a Default or Event of Default; or (B) pursuant to Section 2.5(b)(ii), shall be made for the Borrower may make a Borrowing under account of the Dollar Lenders in accordance with the order set forth in Section 10.5; and (ii) pursuant to Section 2.5(b)(i), shall be made for the account of the Lenders holding Revolving Commitments (or, 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 Revolving Commitments have been terminated, holding Revolving Loans) solely to in accordance with the extent that the Borrower concurrently 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 order set forth in an Agreed Foreign CurrencySection 10.5.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassClass of Commitments, each payment of commitment fee under Section 2.09 2.11 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of the applicable Classrespective Class of Commitments, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.06, Section 2.08 or otherwise shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments; (ii) each Syndicated Borrowing of a Class of Commitments shall be allocated pro rata among the Lenders of such Class of Commitment according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments held by them (and, 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))them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments then due and payable to the respective Lenders; provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (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: herein (including Section 2.19): (i) each Borrowing of a Class Revolving Credit Loans shall be made from the Lenders of such ClassRevolving Credit Lenders, each payment of commitment fee under Section 2.09 2.10 in respect of the Revolving Credit Commitments shall be made for account of the Lenders of the applicable ClassRevolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments of a Class under Section 2.06, Section 2.08 or otherwise 2.07 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 of such ClassRevolving Credit Commitments; (ii) each Borrowing of a Class Revolving Credit Loans shall be allocated pro rata among the Revolving Credit Lenders according to the amounts of their respective Revolving Credit Commitments of such Class (in the case of the making of Revolving Credit Loans) or their respective Revolving Credit Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Revolving Credit Loans), subject to Section 2.02(e); (iii) the Borrowing of Term Loans on the Initial Funding Date shall be allocated pro rata among the Term Lenders according to the amounts set forth on the Commitment Schedule (in the case of the making of Term Loans) or their respective Term Loans that are to be included in such Borrowing (in the case of conversions and continuations of Term Loans); (iv) each payment or prepayment of principal of Revolving Credit Loans of a Class and Term Loans by the Borrower Borrowers shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid 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))them; and (ivv) each payment of interest on Revolving Credit Loans of a Class and Term Loans by the Borrower Borrowers shall be made for account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign Currency.

Pro Rata Treatment. Except to the extent as expressly otherwise provided herein: (i) , each Borrowing borrowing of a Class shall be made Loans by the Borrower from the Lenders of such Classhereunder shall be made, each payment (except as provided in Section 2.22(a)) by the Borrower on account of any commitment fee under Section 2.09 shall be made for account in respect of the Lenders of the applicable ClassCommitments hereunder and any reduction (except as provided in Section 2.15, and each termination 2.21(a), 2.22, 2.24, 2.25, 2.26, 10.08(f) or reduction of the amount 10.08(i)) of the Commitments of a Class under Section 2.06, Section 2.08 or otherwise the Lenders shall be applied to allocated by the respective Commitments of the Lenders of such ClassAdministrative Agent, 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 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 or prepayment of principal of Loans of a Class by the Borrower shall be made for account Revolving Commitment Percentages of the Lenders (other than payments in respect of any difference in the 1003651351v23 Facility Fee in respect of any Tranche); provided that, at the request of the Borrower, in lieu of such Class application on a pro rata in accordance with basis among all Commitments, such reduction may be applied to any Commitments so long as the respective unpaid principal amounts of the Loans Maturity Date of such Class held by them (and, with respect to Commitments precedes the pro rata treatment Maturity Date of prepayments between Classes, any such prepayments shall be made in accordance with the provisions each other Tranche 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 Commitments then due and payable to the respective Lenders; provided however that, notwithstanding anything to the contrary contained hereinoutstanding or, in the event more than one Tranche of Commitments shall have an identical Maturity Date that precedes the Maturity Date of each other Tranche of Commitments then outstanding, to such Tranches on a pro rata basis. Each payment (including each prepayment, but excluding payments made pursuant to Sections 2.15, 2.20, 2.21(a), 2.22, 2.24, 2.25, 2.26, 10.05, 10.08(f) or 10.08(i)) by the Borrower wishes on account of principal of and interest on any Tranche of Loans (other than payments in respect of any difference in the interest accruing in respect of any Tranche) shall be allocated by the Administrative Agent pro rata according to 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 respective outstanding principal amounts of such Borrowing to prepay Tranche then held by the Multicurrency Loans respective Lenders (without making a ratable prepayment to or as otherwise provided in the Dollar Loansapplicable Incremental Commitment Amendment, Extension Amendment or Specified Refinancing Amendment, if applicable). This Section 2.17 may be amended in accordance with Section 10.08(g) solely to the extent that the Borrower concurrently utilizes necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any Multicurrency Commitments made available new Tranches added pursuant to Sections 2.24, 2.25, 2.26, 10.08(e) and 10.08(i), as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign Currencyapplicable.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) , each Borrowing Borrowing, each payment or prepayment of a Class shall be made from the Lenders principal of such Classany Loan, each L/C Credit Extension, each payment of commitment fee under Section 2.09 shall be made for account interest, each payment of fees (other than administrative fees paid to the Lenders Administrative Agent and fronting, documentary and processing fees paid to the L/C Issuers), each conversion or continuation of the applicable Class, any Revolving Loans and each termination or reduction of in the amount of the Commitments of a Class under Section 2.06Revolving Committed Amount, 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 relevant Lenders according in accordance with their Pro Rata Shares; provided that, if any Lender shall have failed to pay its Pro Rata Share of any Revolving Loan or fund or purchase its Participation Interest, then any amount to which such Lender would otherwise be entitled pursuant to this Section 3.7 shall instead be payable to the amounts of their respective Commitments Administrative Agent until the share of such Class Revolving Loan or such Participation Interest not funded or purchased by such Lender has been repaid, and the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender and for the benefit of the Administrative Agent or the L/C Issuers to satisfy such Lender’s obligations to pay its Pro Rata Share of any Loan or fund or purchase its Participation Interest and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender to pay its Pro Rata Share of any Loan or fund or purchase its Participation Interest; in the case of the making each of Loans(i) or their respective Loans of such Class that are to be included and (ii) above, in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iii) each payment or prepayment of principal of Loans of a Class any order as determined by the Borrower Administrative Agent in its discretion. In the event any principal, interest, fee or other amount paid to any Lender pursuant to this Credit Agreement or any other Credit Document is rescinded or must otherwise be returned by the Administrative Agent, (a) such principal, interest, fee or other amount that had been satisfied by such payment shall be made for account revived, reinstated and continued in full force and effect as if such payment had not occurred and (b) such Lender shall, upon the request of the Lenders of Administrative Agent, repay to the Administrative Agent the amount so paid to such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them (andLender, with respect interest for the period commencing on the date such payment is returned by the Administrative Agent until the date the Administrative Agent receives such repayment at a rate per annum equal to the pro rata treatment of prepayments between Classes, any Overnight Rate if repaid within two (2) Business Days after such prepayments shall be made in accordance with request and thereafter 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 that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign CurrencyBase Rate.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class borrowing from the applicable Lenders under Section 2.1(b) and Section 2.2(e) shall be made from the applicable Lenders of such Class, in accordance with their applicable Revolving Credit Commitments and each payment of commitment fee the Fees under Section 2.09 3.6(a) and the first sentence of Section 3.6(b) shall be made for the account of the Revolving Credit Lenders of the in accordance with their applicable ClassRevolving Credit Commitments, and each termination or reduction of the amount of the Revolving Credit Commitments of a Class under Section 2.06, Section 2.08 or otherwise 2.10 shall be applied to the respective Revolving Credit Commitments of in accordance with the Lenders of such Class, pro rata according to the amounts amount of their respective Commitments of such Classapplicable Revolving Credit Commitments; (ii) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iiib) each payment or prepayment of principal of Revolving Credit Loans of a Class by the Borrower shall be made for the account of the Revolving Credit Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the applicable Loans of such Class held by them (andsuch Lenders, with provided that if immediately prior to giving effect to any such payment in respect to of any Loans the outstanding principal amount of the Revolving Credit Loans shall not be held by the applicable Lenders pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with their respective Commitments in effect at the provisions time such 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 Section 2.08(e))the Loans being held by the applicable Lenders pro rata in accordance with their respective applicable Commitments; and (ivc) each payment of interest on the Loans of a Class by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; (d) the making, Conversion and Continuation of Loans of a particular Type (other than Conversions provided however that, notwithstanding anything for by Section 4.6) 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 Type shall be coterminous; and (e) the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result Revolving Credit Lenders’ participation in, and payment obligations in respect of, Letters of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing Credit under Section 2.2, shall be pro rata in an Agreed Foreign Currencyaccordance with their respective Revolving Credit 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 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 2.062.07, Section 2.08 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 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(e2.03(e); (iii) each payment or prepayment of principal of 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(eSections 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 that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign Currency.

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 time to time as shall be 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 Lenders same, the purchase provided in this Section 2.8 shall be deemed to have been rescinded to the extent of such Classrecovery, 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 2.06, Section 2.08 or otherwise shall be applied without interest. Borrower expressly consents to the respective Commitments foregoing arrangements and agrees that each Lender so purchasing a portion of the Lenders another Lender's loans may exercise all rights of such Classpayment (including all rights of set-off, pro rata according to the amounts of their respective Commitments of such Class; (iibanker's lien or counterclaim) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iii) each payment or prepayment of principal of 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 such portion as fully as if such Lender were 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 direct holder 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 concurrently 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 Currencyportion.

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, after giving effect to such borrowing, the outstanding Conventional Loans shall have been made pro rata by the Lenders based on their respective Commitment Percentages as then in effect, (ii) each payment of commitment fee Facility Fee or other fees under Section 2.09 Sections 2.04(a) and (b) shall be made for the account of the Lenders of the applicable Classpro rata according to their respective Commitment Percentages, and (iii) each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 or otherwise 2.03 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; Global Commitment Percentages (ii) each Borrowing of or, if there is a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case contemporaneous and corresponding termination or reduction of the making amount of Loans) or their respective Loans of the Canadian Subcommitments, such Class that are amounts as may be necessary so that, after giving effect to be included in such Borrowing (in reduction, the case of conversions and continuations of Loans), subject to Section 2.02(eGlobal Commitment Percentages shall have been reduced pro rata); (iiib) 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 of such Class pro rata in accordance with the respective unpaid principal amounts amount of the Conventional Loans of such Class held by them the Lenders; (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 (ivc) each payment of interest on Conventional Loans of a Class by the Borrower Company shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable 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 concurrently 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.

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 of such ClassLenders, each payment of commitment fee the fees under Section 2.09 Sections 3.6.(a) and 3.6.(b) shall be made for the account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 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 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); (iiib) each payment or prepayment of principal of Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them (andthem, with provided that if immediately prior to giving effect to any such payment in respect to of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with their respective Commitments in effect at the provisions 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 Section 2.08(e))the Revolving Loans being held by the Lenders pro rata in accordance with their respective Commitments; and (ivc) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided however that, notwithstanding anything 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 concurrently 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 (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign CurrencySection 2.3.(e)).

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class Advance shall be made from by the Lenders of such Classunder Section 2.1, the Term Loan shall be made by the Lenders under Section 2.2, each payment of commitment the Commitment Fee under Section 2.10, each payment of the Letter of Credit fee under Section 2.09 3.5 (except as provided therein) shall be made for the account of the Lenders of the applicable ClassLenders, and pro rata according to their respective Commitments; (b) each termination or reduction of the amount of the Revolving Credit Commitments of a Class under Section 2.06, Section 2.08 or otherwise 2.12 shall be applied to the respective Revolving Credit Commitments of the Lenders of such ClassLenders, pro rata according to the respective Revolving Credit Commitments; (c) the making, Conversion, and Continuation of Advances of a particular Type (other than Conversions provided for by Section 5.4) shall be made pro rata among the Lenders holding Advances of such Type according to the amounts of their respective Commitments of such ClassCommitments; (ii) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iiid) each payment or and prepayment of principal of Loans of a Class or interest on Advances by the Borrower or any Obligated Party of a particular Type of Loan shall be made to the Agent for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans such Advances of such Class Loan held by them such Lenders; (ande) any and all other monies received by the Agent from any source other than pursuant to any of clauses (a) through (d) hereinabove (including, with respect without limitation, from the Borrower or any Guarantor) to be applied first against the Primary Obligations and shall be for the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of Section 2.08(e)); benefit and (iv) each payment of interest on Loans of a Class by the Borrower shall be made for account of the Lenders based upon each Lender’s aggregate outstanding Advances of all Types and LC Participations and SL Participations to the aggregate outstanding Advances of all Types and LC Participations and SL Participations of all Lenders and then against the Secondary Obligations and shall be for the pro rata benefit and account of the Lenders based upon their respective unpaid amounts of the Secondary Obligations; and (f) the Lenders shall purchase from the Issuing Bank and the Swing Lender pursuant to Section 3.1 and Section 2.8 respectively, participations in the Letters of Credit and the related Letter of Credit Liabilities and the Swing Loans respectively, pro rata in accordance with 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 concurrently 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 Currencytheir Revolving Credit Commitments.

Pro Rata Treatment. Except Each repayment of principal and interest 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 time to time as shall be 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 Lenders same, the purchase provided in this Section 2.8 shall be deemed to have been rescinded to the extent of such Classrecovery, 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 2.06, Section 2.08 or otherwise shall be applied without interest. Borrower expressly consents to the respective Commitments foregoing arrangements and agrees that each Lender so purchasing a portion of the Lenders another Lender’s loans may exercise all rights of such Classpayment (including all rights of set-off, pro rata according to the amounts of their respective Commitments of such Class; (iibanker’s lien or counterclaim) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iii) each payment or prepayment of principal of 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 such portion as fully as if such Lender were 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 direct holder 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 concurrently 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 Currencyportion.

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 of such ClassLenders, each payment of commitment fee the fees under Sections 3.6.(a) and (b) and the first sentence of Section 2.09 3.6.(d) shall be made for the account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 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 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); (iiib) each payment or prepayment of principal of Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them (andthem, with provided that if immediately prior to giving effect to any such payment in respect to of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with their respective Commitments in effect at the provisions 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 Section 2.08(e))the Revolving Loans being held by the Lenders pro rata in accordance with their respective Commitments; and (ivc) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided however that, notwithstanding anything 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 concurrently 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 (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign CurrencySection 2.4.).

Pro Rata Treatment. Except to the extent otherwise provided herein, each Lender agrees that: (ia) each Borrowing of a Class under Section 2.01 and each continuation and conversion under Section 2.02 shall be made from the Applicable Lenders of such Classpro rata in accordance with their US Tranche Percentages, Canadian Tranche Percentages or Term Loan Percentages, as the case may be, each payment of commitment fee fees under Section 2.09 2.04 shall be made for account of the Applicable Lenders of the applicable Class, and pro rata in accordance with such same percentages; (b) each termination or reduction of the amount of the Aggregate US Tranche Commitments of a Class under Section 2.06, Section 2.08 or otherwise 2.03(b)(i) shall be applied to the respective Commitments US Tranche Commitment of the Lenders of such Classeach Applicable Lender, pro rata in accordance with its US Tranche Percentage; (c) each allocation and reallocation of the Aggregate US Tranche Commitments and the Canadian Allocated Commitments under Section 2.03(b)(ii) shall be made for the account of each US Tranche Revolving Lender and each Canadian Tranche Revolving Lender according to the amounts its respective Percentage Share; (d) each payment of Commitment Fees under Section 2.04(a) shall be made to each US Tranche Revolving Lender and Canadian Tranche Revolving Lender or Term Loan Lender, as applicable, in accordance with their respective Commitments of such ClassPercentage Shares; (ii) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iiie) each payment or prepayment of principal of Loans of a Class by the each Borrower shall be made for account of the Applicable Lenders of such Class pro rata in accordance with the respective unpaid principal amounts Principal Amount of the Loans of such Class held by them the Applicable Lenders; (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 (ivf) each payment of interest on Loans of a Class by the each Borrower shall be made for account of the Applicable Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Applicable Lenders; provided however thatand (g) each reimbursement by the US Borrower of disbursements under Letters of Credit shall be made for account of the applicable Issuing Bank or, notwithstanding anything to if funded by the contrary contained hereinUS Tranche Revolving Lenders, pro rata for the account of the US Tranche Revolving 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 concurrently 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 Currencyeach respective US Tranche Revolving Lender.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class Revolving Loan shall be made from by the Lenders of such ClassBanks, each payment of commitment fee fees under Section 2.09 2.5 and letter of credit fees under subsection 2.7 (c) shall be made for the account of the Lenders of the applicable ClassBanks, and each termination or reduction of the amount of the Revolving Commitments of a Class under Section 2.06, Section 2.08 or otherwise shall be applied to the respective Revolving Commitments of the Lenders of such ClassBanks, pro rata according to the amounts of their respective Commitments of such ClassCommitment Percentages; (iib) each Borrowing the making, Conversion, and Continuation of Accounts of a Class particular Type (other than Conversions provided for by Section 5.4) shall be allocated made pro rata among the Lenders Banks holding Accounts of such Type 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)Commitment Percentages; (iiic) each payment or and prepayment of principal of or interest on Revolving Loans of a Class or Reimbursement Obligations by the Borrower shall be made to the Agent for the account of the Lenders of Banks holding such Class Revolving Loans or Reimbursement Obligations (or participation interests therein) pro rata in accordance with the respective unpaid principal amounts of the such Revolving Loans or Reimbursement Obligations (or participation interests therein); (d) proceeds of such Class held by them (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments Collateral shall be made in accordance with the provisions of Section 2.08(e)); and (iv) each payment of interest on Loans of a Class shared by the Borrower shall be made for account of Agent and the Lenders Banks pro rata in accordance with the respective unpaid principal amounts of and interest on such Loans of such Class the Obligations then due the Agent and payable to the respective LendersBanks; provided however that, notwithstanding anything to and (e) the contrary contained herein, Banks (other than the Agent) shall purchase from the Agent 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. If at any time payment, in whole or in part, of any amount distributed by the Borrower concurrently utilizes any Multicurrency Commitments made available 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 (subject return the portion of such amount it has received to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign CurrencyAgent.

Pro Rata Treatment. Except Each repayment of principal and interest on the Revolving Loan Component and Acquisition/Construction 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, TFC 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 time to time as shall be 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 Lenders same, the purchase provided in this Section 2.13 shall be deemed to have been rescinded to the extent of such Classrecovery, 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 2.06, Section 2.08 or otherwise shall be applied without interest. Borrower expressly consents to the respective Commitments foregoing arrangements and agrees that each Lender so purchasing a portion of the Lenders another Lender's loans may exercise all rights of such Classpayment (including all rights of set-off, pro rata according to the amounts of their respective Commitments of such Class; (iibanker's lien or counterclaim) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iii) each payment or prepayment of principal of 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 such portion as fully as if such Lender were 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 direct holder 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 concurrently 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 Currencyportion.

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 of such ClassLenders, each payment of commitment fee the Fees under Section 2.09 3.6.(a), the first sentence of Section 3.6.(b) and Section 3.6.(c) shall be made for the account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 or otherwise 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 ClassCommitments; (ii) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iiib) each payment or prepayment of principal of Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them (andthem, with provided that if immediately prior to giving effect to any such payment in respect to of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with their respective Commitments in effect at the provisions 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 Section 2.08(e))the Revolving Loans being held by the Lenders pro rata in accordance with their respective Commitments; and (ivc) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; (d) the making, Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided however that, notwithstanding anything for by Section 4.6.) 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) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.4., shall be pro rata in accordance with their respective Commitments; (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3., shall be in accordance with their respective Commitments; and (g) each mandatory prepayment of principal of Bid Rate Loans by the Borrower wishes pursuant to make a Multicurrency Borrowing Section 2.8.(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 Loans then owing to each such Lender. All payments of principal, interest, fees and other amounts in respect of the Multicurrency Commitments are fully utilized, Swingline Loans shall be for the Borrower may make a Borrowing under account of the Dollar Commitments 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 concurrently 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 (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign CurrencySection 2.3.(e)).

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 be made from the Lenders of such Class, each payment of commitment fee under Section 2.09 shall to be made to the Administrative Agent 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 relevant Swingline Facility Lender pursuant to Section 2.06, 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 according to the amounts of their respective Commitments of such Class (in the case of the making of Loans2.12(c) or their respective Loans of such Class that are the relevant Issuing Lender pursuant to be included in such Borrowing (in the case of conversions and continuations of LoansSection 2.11(d), subject to Section 2.02(e); (iii) 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 Class pro rata Loan not funded by such Defaulting Lender has been repaid in accordance with full and provided further that if any amount paid to any Lender pursuant to this Section 3.12 is not actually received by the respective unpaid principal amounts Administrative Agent on the due date therefor or is rescinded or must otherwise be returned by the Administrative Agent or such Lender to the Relevant Borrower, such Lender shall, upon the request of the Loans of Administrative Agent, repay to the Administrative Agent the amount so paid to such Class held by them (andLender, with respect interest for the period commencing on the date such payment was paid to such Lender by the pro rata treatment 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 prepayments between Classesany 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 such prepayments shall be made in accordance with Canadian Dollar obligation, the provisions Bank of Section 2.08(e))Canada Overnight Rate plus 200 basis points, and thereafter the Canadian Prime Rate plus 200 basis points; and (ivc) 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 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 concurrently 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 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 of such Classrelevant Banks, each payment of commitment fee under Section 2.09 2.07 hereof in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Banks, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.06, Section 2.08 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 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), subject to Section 2.02(e)) and the then current Interest Period for each Eurodollar Loan shall be coterminous; (iiic) 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 of 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, 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))them; and (ivd) 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 relevant Banks pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective LendersBanks. Notwithstanding the foregoing, borrowings, payments and prepayments of Swingline Loans shall be made without regard to the foregoing provisions of this Section 4.02; provided however thatthat 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, 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 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 concurrently 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: (ia) each Borrowing borrowing of a Class Syndicated Loans under Section 2.01 hereof shall be made from the Lenders of such ClassBanks, each payment of commitment facility fee under Section 2.09 2.05 hereof shall be made for account of the Lenders of the applicable ClassBanks, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 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 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 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 Conversions and continuations Continuations of Loans), subject to Section 2.02(e)and the then current Interest Period for each Loan of such Type shall be coterminous; (iiic) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower Company shall be made for account of the Lenders of such Class Banks pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them (and, with them; provided that if immediately prior to giving effect to any such payment in respect to of any Syndicated Loans the outstanding principal amount of the Syndicated Loans shall not be held by the Banks pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with their respective Commitments in effect at the provisions time such Loans were made (by reason of a failure of a Bank to make a Loan hereunder in the circumstances described in the last paragraph of Section 2.08(e11.04 hereof)), then such payment shall be applied to the Syndicated Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Syndicated Loans being held by the Banks pro rata in accordance with their respective Commitments; and (ivd) each payment of interest on Syndicated Loans of a Class by the Borrower Company shall be made for account of the Lenders Banks 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 concurrently 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.Banks. Credit Agreement

Pro Rata Treatment. Except to the extent otherwise provided hereinherein (including, without limitation, Sections 2.02 and 2.07) and subject to the terms of the Security Agreement and the Intercreditor Agreement: (i) each Class A Borrowing of a Class shall be made from the Class A Lenders pro rata according to the amounts of such Classtheir respective Class A Commitments, each payment of commitment fee under Section 2.09 Class B Borrowing shall be made for account from the Class B Lenders pro rata according to the amounts of the Lenders of the applicable Class, their respective Class B Commitments and each termination or reduction of the amount of the Commitments of a Class under Section 2.06A-1 Loan, Section 2.08 or otherwise Class A-2 Loan, Class A-3 Loan and Class B Loan shall be applied to made by the respective Commitments of Class A-1 Lenders, Class A-2 Lenders, Class A-3 Lenders or Class B Lenders, as the Lenders of such Classcase may be, pro rata according to the amounts of their respective Class A-1 Commitments, Class A-2 Commitments, Class A-3 Commitments of such Classor Class B Commitments, as the case may be; (ii) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iii) each payment or prepayment of principal of Class A Loans of a Class by the Borrower shall be made for account of the Class A Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Class A 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 or prepayment of interest on principal of Class B Loans of a Class by the Borrower shall be made for account of the Class B Lenders pro rata in accordance with the respective unpaid principal amounts of the Class B Loans held by them; and (iii) each payment of interest on Class A Loans by the Borrower shall be made for account of the Class A Lenders pro rata in accordance with the amounts of interest on such Class A Loans of such Class then due and payable to the respective Lenders; provided however that, notwithstanding anything Class A Lenders and each payment of interest on Class B Loans by the Borrower shall be made for account of the Class B Lenders pro rata in accordance with the amounts of interest on such Class B Loans then due and payable to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign Currencyrespective Class B 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 of such ClassLenders, each payment of commitment fee the fees under Section 2.09 Sections 3.1.(a) through 3.1.(c) shall be made for account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 or otherwise 2.9. 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 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); (iiib) each payment or prepayment of principal of 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 (andthem, with provided that if immediately prior to giving effect to any such payment in respect to of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by Lenders pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with their respective Commitments in effect at the provisions 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 Section 2.08(e))the Revolving Loans being held by Lenders pro rata in accordance with their respective Commitments; and (ivc) 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; (d) the making, Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided however that, notwithstanding anything for by Section 4.6.) shall be made pro rata among Lenders according to the contrary contained hereinamounts of their respective Commitments (in the case of making of Loans) or their respective Loans (in the case of Conversions and Continuations of Loans) and the then current Interest Period for each Lender's portion of each Loan of such Type shall be coterminous; and (e) Lenders' participation in, and payment obligations in respect of, Swingline Loans under Section 2.15., 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 Swingline Lender only (except to the extent any Lender shall have acquired a participating interest in any such Swingline Loan pursuant to Section 2.15.(e)). Notwithstanding the immediately preceding clause (a), from the Effective Date until the first date on which the amount of Xxxxx Fargo's Commitment first equals or is less than $77,500,000, (i) any reduction of the aggregate unused amount of the Commitments requested by Borrower as permitted under Section 3.3. shall be applied (x) first, to reduce the amount of Xxxxx Fargo's Commitment until the amount of such Commitment equals $77,500,000 and (y) thereafter, to reduce the amounts of the Commitments of all Lenders (including Xxxxx Fargo) as provided in the immediately preceding clause (a); and (ii) any prepayment or repayment of the principal balance of any Revolving Loans made by, or required of, Borrower in connection with any such reduction shall be applied to the Revolving Loans in such manner as shall result, as nearly as is practicable, in the event that outstanding principal amount of the Borrower wishes Revolving Loans being held by Lenders pro rata in accordance with their the amount of their respective Commitments after giving effect to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign Currencyreduction.

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 of such Classrelevant Lenders, each payment of commitment fee Non-Utilization Fee under Section 2.09 2.05 hereof in respect of the Revolving Credit Commitments shall be made for account of the Lenders of the applicable Classrelevant Revolving Credit Lenders, and each termination or reduction of the amount of the Commitments of under a Class particular Facility under Section 2.06, Section 2.08 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 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), subject to Section 2.02(e); (iiic) 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 of such Class pro rata in accordance with the respective unpaid principal amounts Credit Agreement ---------------- of the Loans of under such Class Facility 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))them; and (ivd) 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 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 the foregoing, notwithstanding anything borrowings, payments and prepayments of Swingline 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 concurrently 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 Currencythis Section 4.02.

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 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 2.06, 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 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 or prepayment of principal of Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of Section 2.08(e)); and (iv) each payment of interest on Loans of a Class by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (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: (ia) each Borrowing of a Class borrowing from Lenders under Section 2.1 shall be made from the Lenders of such ClassLenders, each payment of commitment fee the fees under Section 2.09 Sections 3.5(a), 3.5(b) and 3.5(c) shall be made for the account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 or otherwise 2.10 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 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); (iiib) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them (andthem, with provided that if immediately prior to giving effect to any such payment in respect to of any Loans the outstanding principal amount of the Loans shall not be held by the Lenders pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with their respective Commitments in effect at the provisions time such Loans were made, then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of Section 2.08(e))the Loans being held by the Lenders pro rata in accordance with their respective Commitments; and (ivc) each payment of interest on Loans of a Class by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided however that, notwithstanding anything and (d) the Conversion and Continuation of Loans of a particular Type shall be made pro rata among the Lenders according to the contrary contained hereinamounts of their respective Loans and the then current Interest Period for each Lender’s portion of each Loan of such Type shall be coterminous. Any payment or prepayment of principal or interest made (i)(A) during the existence of a Default or Event of Default or (B) pursuant to Section 2.5(b)(i), shall be made for the account of the Lenders in accordance with the order set forth in Section 11.5 and (ii) pursuant to Section 2.5(b)(ii), shall be made for the account of the Lenders holding Commitments (or, if the Commitments have been terminated, holding Loans, in accordance with the event that the Borrower wishes to make a Multicurrency Borrowing order set forth in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign CurrencySection 11.5.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 shall be made from the Lenders holding Commitments of such Class, each payment of commitment fee fees under Section 2.09 2.05 in respect of Commitments of a particular Class shall be made for the account of the Lenders holding Commitments of the applicable Class, such Class and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.06, Section 2.08 or otherwise 2.04 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; except that Swing Loans shall be made only by, and interest thereon shall be paid by Borrower only to, the Swing Loan Lender (iisubject to such Lender's obligation in respect of any participation therein purchased by the other Revolving Lenders as provided in Section 2.01(d)); (b) each Borrowing except as otherwise provided in Section 5.04, LIBOR Loans of a any Class having the same Interest Period shall be allocated pro rata among the relevant Lenders according to the amounts of their respective Revolving Commitments of such Class and Term B Facility Commitments (in the case of the making of Loans) or their respective Revolving Loans of such Class that are to be included in such Borrowing and Term B Facility Loans (in the case of conversions Conversions and continuations Continuations of Loans), subject to Section 2.02(e); (iiic) each payment or prepayment of principal of Revolving Loans of a Class by the Borrower or Term B Facility Loans shall be made for the account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid outstanding 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))them; and (ivd) each payment of interest on Revolving Loans of a Class by the Borrower and Term B Facility Loans shall be made for the account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans 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 concurrently 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 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 of such Classrelevant Lenders, each payment of commitment fee under Section 2.09 2.12 in respect of Commitments of a particular Class (including of a particular Series of Incremental Facility Loans) shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class (including of a particular Series of Incremental Facility Loans) under Section 2.06, Section 2.08 or otherwise 2.09 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each 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 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 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 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))them; and (iv) 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 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 concurrently 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 CurrencyRevolving Lenders.

Pro Rata Treatment. Except to the extent otherwise provided ------------------ herein: (ia) each Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 shall be made from the Lenders holding Commitments of such Class, each payment of commitment fee fees under Section 2.09 2.05 in respect of Commitments of a particular Class shall be made for the account of the Lenders holding Commitments of the applicable Class, such Class and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.06, Section 2.08 or otherwise 2.04 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro --- rata according to the amounts of their respective Commitments of such Class; ---- except that Swing Loans shall be made only by, and interest thereon shall be ------ paid by Borrower only to, the Swing Loan Lender (iisubject to such Lender's obligation in respect of any participation therein purchased by the other Revolving Lenders as provided in Section 2.01(d)); (b) each Borrowing except as otherwise provided in Section 5.04, LIBOR Loans of a any Class having the same Interest Period shall be allocated pro rata among the relevant Lenders according to the -------- amounts of their respective Revolving Commitments of such Class and Term B Facility Commitments (in the case of the making of Loans) or their respective Revolving Loans of such Class that are to be included in such Borrowing and Term B Facility Loans (in the case of conversions Conversions and continuations Continuations of Loans), subject to Section 2.02(e); (iiic) each payment or prepayment of principal of Revolving Loans of a Class by the Borrower or Term B Facility Loans shall be made for the account of the relevant Lenders of such Class pro rata in -------- accordance with the respective unpaid outstanding 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))them; and (ivd) each payment of interest on Revolving Loans of a Class by the Borrower and Term B Facility Loans shall be made for the account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans 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 concurrently 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) (x) other than with respect to any Borrowing requested pursuant to Section 2.18(a), each Borrowing of a Class shall be made from the Lenders of such Class, (y) other than the payment of a commitment fee to a Non-Extending Lender on the Non-Extending Revolver Termination Date, each payment of a commitment fee under Section 2.09 shall be made for the account of the Lenders of the applicable Class, and (z) other than with respect to any termination or reduction of Commitments in accordance with Section 2.06(f), each termination or reduction of the amount of the Commitments of a Class under Section 2.06, 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) other than with respect to any Borrowing requested pursuant to Section 2.18(a), each Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments CommitmentsApplicable Percentage of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iii) other than in connection with a termination or reduction of Commitments in accordance with Section 2.06(f), the payment of a Non-Extending Lender’s Non-Extending Loans on the Non-Extending Maturity Date pursuant to Section 2.07(a), a mandatory prepayment pursuant to Section 2.08(d), or the payment of a Non-Extending Lender’s Non-Extending Loans pursuant to Section 2.18, each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of the last paragraph of Section 2.08(d) and Sections 2.08(e) and (f)); and (iv) other than the payment of interest to a Non-Extending Lender on its applicable Non-Extending Maturity Date, 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 (which may, for the avoidance of doubt, be different amounts and percentages as between the Non-Extending Lenders and the Extending 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 concurrently 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. Each Borrowing requested pursuant to Section 2.18(a) shall be made from each Extending Lender on a pro rata basis according to the amounts of their respective Commitments. Any termination or reduction of Commitments in accordance with Section 2.06(f) (including any payment or prepayment of principal of Loans in connection therewith), shall be applied to each Non-Extending Lender on a pro rata basis according to the amounts of its Commitments or Loans, as applicable, any payment of Non-Extending Loans on the Non-Extending Maturity Date pursuant to Section 2.07(a) shall be made for the account of each Non-Extending Lender pro rata in accordance with the respective unpaid principal amounts of the Non-Extending Loans held by it, and any mandatory prepayment of Non-Extending Loans pursuant to Section 2.08(d) shall be made for the account of each Non-Extending Lender pro rata in accordance with the respective unpaid principal amounts of the Non-Extending Loans held by it. For the avoidance of doubt, no payments shall be allocated solely to Non-Extending Lenders following the occurrence and during the continuance of a Default or Event of Default.

Pro Rata Treatment. Except 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 of such Classpro rata in accordance with their Revolving Credit Percentage Share, each payment of commitment fee fees under Section 2.09 2.05(a) and Section 2.05(b)(i) shall be made for account of the Revolving Credit Lenders of the applicable Classpro 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 2.06, Section 2.08 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 according amount that such 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), subject to Section 2.02(e); (iii) each payment or prepayment of principal of Revolving Credit Loans of a Class by the Borrower shall be made for account of the Revolving Credit Lenders of such Class pro rata in accordance with the respective unpaid principal amounts amount of the Revolving Credit 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))Revolving Credit Lenders; and (iv) each payment of interest on principal of Term Loans of a Class by the Borrower 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 by the Borrower shall be made for account of the Revolving Credit Lenders 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 Borrower 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 Borrower 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 concurrently 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 Currencyeach respective Revolving Credit Lender.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.09 2.05 in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.06, Section 2.08 or otherwise 2.04 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata PRO RATA according to the amounts of their respective Commitments of such Class; PROVIDED, HOWEVER, that Swing Loans shall be made only by, and interest thereon shall be paid by Borrower only to, the Swing Loan Lender (iisubject to such Lender's obligations in respect of any participation therein purchased by the other Revolving Credit Lenders as provided in Section 2.01(f)); (b) each Borrowing except as otherwise provided in Section 5.04, LIBOR Loans of a any Class having the same Interest Period shall be allocated pro rata PRO RATA among the relevant Lenders 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 and Term Loans of such Class that are to be included in such Borrowing (in the case of conversions Conversions and continuations Continuations of Loans), subject to Section 2.02(e); (iiic) each payment or prepayment of principal of Revolving Credit Loans of a Class or Term Loans by the Borrower shall be made for account of the relevant Lenders of such Class pro rata PRO RATA in accordance with the respective unpaid outstanding 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))them; and (ivd) each payment of interest on Revolving Credit Loans of a Class and Term Loans by the Borrower shall be made for account of the relevant Lenders pro rata 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 concurrently 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: (ia) each Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 shall be made from the Lenders of such Class-47- relevant Lenders, each payment of commitment fee under Section 2.09 2.05 in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.06, Section 2.08 or otherwise 2.04 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; provided, however, that Swing Loans shall be made only by, and interest thereon shall be paid by Borrower only to, the Swing Loan Lender (iisubject to such Lender's obligations in respect of any participation therein purchased by the other Revolving Credit Lenders as provided in Section 2.01(d)); (b) each Borrowing except as otherwise provided in Section 5.04, LIBOR Loans of a any Class having the same Interest Period shall be allocated pro rata among the relevant Lenders according to the amounts of their respective Revolving Credit and Term Loan Commitments of such Class (in the case of the making of Loans) or their respective Revolving Credit and Term Loans of such Class that are to be included in such Borrowing (in the case of conversions Conversions and continuations Continuations of Loans), subject to Section 2.02(e); (iiic) each payment or prepayment of principal of Revolving Credit Loans of a Class or Term Loans by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid outstanding 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))them; and (ivd) each payment of interest on Revolving Credit Loans of a Class and Term Loans by the Borrower shall be made for account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (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: (ia) each Borrowing of a Class borrowing from the Lenders under Section 2.01 hereof shall be made from the Lenders of such ClassLenders, each payment of commitment fee fees under Section 2.09 2.04 hereof 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 2.06, Section 2.08 or otherwise 2.03 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 of a Class except as otherwise provided in Section 5.04 hereof, Eurodollar Loans having the same Interest Period shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions Conversions and continuations Continuations of Loans), subject to Section 2.02(e); (iiic) each payment or prepayment of principal of 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 (andthem, with provided that if immediately prior to giving effect to any such payment in respect to of any Loans the outstanding principal amount of the Loans shall not be held by the Lenders pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with their respective Commitments in effect at the provisions time such Loans were made (whether by reason of Section 2.08(ea failure of a Lender to make a Loan hereunder or otherwise)), then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata in accordance with their respective Commitments; and (ivd) 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 that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (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 2.06, 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 or prepayment of principal of 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)Sections 2.07 and 2.08); 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 provisions of interest on such Loans of such Class then due Sections 2.07, 2.08 and payable to the respective Lenders2.10; 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: (ia) each Borrowing of a Class borrowing from the Lenders under Section 2.1(a) and 2.4(e) shall be made from the Lenders of such ClassLenders, each payment of commitment fee the Fees under Section 2.09 3.6(a), the first sentence of Section 3.6(b) and Section 3.6(c) shall be made for the account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 or otherwise 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 ClassCommitments; (ii) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iiib) each payment or prepayment of principal of Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them (andthem, with provided that if immediately prior to giving effect to any such payment in respect to of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with their respective Commitments in effect at the provisions 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 Section 2.08(e))the Revolving Loans being held by the Lenders pro rata in accordance with their respective Commitments; and (ivc) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; (d) the making, Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided however that, notwithstanding anything for by Section 4.6) shall be made pro rata among the Lenders according to the contrary contained herein, amounts of their respective applicable Commitments (in the event that case of making of Revolving Loans) or their respective Revolving Loans (in the case of Conversions and Continuations of Revolving Loans) and the then current Interest Period for each Lender’s portion of each Revolving Loan of such Type shall be coterminous; (e) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.4, shall be pro rata in accordance with their respective Commitments; and (f) each mandatory prepayment of principal of Bid Rate Loans by the Borrower wishes pursuant to make a Multicurrency Borrowing Section 2.8(b) shall be made for account of the Lenders then owed Bid Rate Loans pro rata in an Agreed Foreign Currency and accordance with the Multicurrency Commitments are fully utilized, respective unpaid principal amounts of the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of Bid Rate Loans then owing to each such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign CurrencyLender.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class Loan (other than the Swingline Loan) shall be made from by the Lenders of such ClassLenders, each payment of commitment fee the Revolving Commitment Fee under Section 2.09 3.7 and letter of credit fees under subsection 2.7(c) shall be made for the account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 or otherwise 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; (iib) each Borrowing the making, Conversion, and Continuation of Loans of a Class particular Type (other than Conversions provided for by Section 5.4) shall be allocated made pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective holding Loans of such Class that are Type according to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e)their respective Commitment Percentages; (iiic) 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 the Agent for the account of the Agent or the Lenders of holding such Class Loans or 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 them the Agent or such Lenders (and, with respect to provided that only the pro rata treatment of prepayments between Classes, any such prepayments Agent shall be made entitled to principal and interest on the Swingline Loan unless the other Lenders have funded their participations therein in accordance with the provisions of Section 2.08(e)subsection 2.8(c); and (ivd) each payment proceeds of interest on Loans of a Class any collateral shall be shared by the Borrower shall be made for account of Agent and the Lenders pro rata in accordance with the respective unpaid principal amounts of and interest on such Loans of such Class the Obligations then due the Agent and payable to the respective Lenders; provided however thatand (e) the Lenders (other than the Agent) shall purchase from the Agent and the Swingline Lender, notwithstanding anything to the contrary contained hereinrespectively, participations in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency Letters of Credit 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 Swingline Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that of their respective Commitment Percentages. If at any time payment, in whole or in part, of any amount distributed by the Borrower concurrently utilizes any Multicurrency Commitments made available 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 (subject return the portion of such amount it has received to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign CurrencyAgent.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a particular Class (including of a particular Series of Incremental Term Loans) shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.09 2.12(c) shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination cancellation or reduction of the amount of the Commitments of a particular Class (including of a particular Series of Incremental Term Loans) under Section 2.06, Section 2.08 or otherwise 2.05(a) 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 of any Class (including of a Class particular Series of Incremental Term Loans) shall be allocated pro rata among the relevant Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Revolving Facility Loans, Term Loans or Incremental Term Loans) or their respective Revolving Facility Loans, Term Loans or Incremental Term Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Revolving Facility Loans), subject to Section 2.02(eTerm Loans or Incremental Term Loans); (iii) each payment or prepayment by the Borrowers of principal of Revolving Facility Loans, Term Loans or Incremental Term Loans of a particular Class by the Borrower (including of a particular Series of Incremental Term Loans) shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Facility Loans, Term Loans or Incremental Term 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))them; and (iv) each payment by the Borrowers of interest on Revolving Facility Loans, Term Loans or Incremental Term Loans of a particular Class by the Borrower (including of a particular Series of Incremental Term Loans) shall be made for the account of the relevant Lenders pro rata in accordance with the amounts of interest on such Revolving Facility Loans, Term Loans of such Class or Incremental Term 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 concurrently 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 Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.09 2.11 in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.06, Section 2.08 or otherwise shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders 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), subject to Section 2.02(e); (iii) each payment or prepayment of principal of Revolving Credit Loans, Tranche A Term Loans, Tranche B Term Loans of a Class and Tranche B1 Term Loans by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them (and, 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))them; and (iv) each payment of interest on Revolving Credit Loans, Tranche A Term Loans, Tranche B Term Loans of a Class and Tranche B1 Term Loans by the Borrower shall be made for account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (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: (ia) each Borrowing borrowing of Loans of a particular Class or Sub-Class from the Lenders under Section 2.01 hereof shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.09 2.05 hereof in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class or the Sterling Sub-Limits under Section 2.06, Section 2.08 or otherwise 2.03 hereof shall be applied to the respective Commitments of such Class of the relevant Lenders of such Classor the Sterling Sub-Limits, pro rata according to the amounts of CREDIT AGREEMENT their respective Commitments of such ClassClass or their respective Sterling Sub-Limits, as the case may be; (iib) each Borrowing except as otherwise provided in Section 5.04 hereof, Eurocurrency Loans of a any Class or Currency having the same Interest Period shall be allocated pro rata among the relevant Lenders according to the amounts of their respective Revolving Credit Commitments, Sterling Sub-Limits, Tranche A Term Loan Commitments of such Class and Incremental Term Loan Commitments (in the case of the making of Loans) or their respective Dollar Loans, Sterling Loans, Tranche A Term Loans of such Class that are to be included in such Borrowing and Incremental Term Loans (in the case of conversions Conversions and continuations Continuations of Loans), subject to Section 2.02(e); (iiic) each payment or prepayment of principal of Dollar Loans, Sterling Loans, Tranche A Term Loans of a Class and Incremental Term Loans by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class or Sub-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))them; and (ivd) each payment of interest on Dollar Loans, Sterling Loans, Tranche A Term Loans of a Class and Incremental Term Loans by the Borrower shall be made for account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (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) as required under Section 3.02, each Borrowing Borrowing, each payment or prepayment of a Class shall be made from the Lenders principal of such Classany Borrowing, each payment of commitment fee under Section 2.09 shall be made for account of interest on the Lenders of the applicable ClassLoans, and each termination or reduction of the amount Term Loan Commitments and each conversion of the Commitments any Borrowing to or continuation of any Borrowing as a Class under Section 2.06, 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 any Type shall be allocated pro rata among the Lenders according to of the applicable Class in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their respective Commitments outstanding Loans); provided that the provisions of this Section 2.14 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement. Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Class Borrowing to the next higher or lower whole Dollar amount. Sharing of Setoffs . Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the case Loans of such other Lender, so that the aggregate unpaid principal amount of the making Loans and participations in Loans held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of Loansall Loans then outstanding as the principal amount of its Loans prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or their respective purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.15 shall not be construed to apply to any payment made by the Borrower 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 the Borrower as to which the provisions of this Section 2.15 shall apply (provided, that if the applicable payment, assignment, sale or participation to the Borrower is expressly permitted under Section 10.04, the provisions of this Section 2.15 shall not be construed to apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation. For the avoidance of doubt, neither this Section nor Section 2.14 shall limit the ability of the Borrower to (i) purchase and retire Term Loans pursuant to an open market purchase or a Dutch Auction or (ii) pay principal, fees, premiums and interest with respect to Other Term Loans following the effectiveness of any Refinancing Amendment or any Extension Offer, as applicable, on a basis different from the Loans of such Class that are will continue to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iii) each payment or prepayment of principal of 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 (andLenders that were not Extending Lenders or Lenders pursuant to such Refinancing Amendment, 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 that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign Currencyapplicable.

Pro Rata Treatment. (a) Except to the extent otherwise provided herein: (i) each Borrowing of a Class borrowing from the Lenders under Section 2.1(a) shall be made from the Lenders of such ClassLenders, each payment of commitment fee the Fees under Section 2.09 3.6(a) and Section 3.6(b)(ii) shall be made for the account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 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 ClassCommitments; (ii) each Borrowing payment or prepayment of principal of Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that if immediately prior to giving effect to any such payment in respect of any 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 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 Commitments; (iii) each payment of interest on Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amount of interest on such Revolving Loans then due and payable to the respective Lenders; (iv) the making, Conversion and Continuation of Revolving Loans of a Class particular Type (other than Conversions provided for by Section 4.6) shall be allocated made pro rata among the Lenders according to the amounts of their respective 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 Conversions and continuations Continuations of Revolving Loans), subject to Section 2.02(e)) and the then current Interest Period for each Lender’s portion of each Revolving Loan of such Type shall be coterminous; (iiiv) each the Lenders’ participation in, and payment or prepayment obligations in respect of, Letters of principal of Loans of a Class by the Borrower Credit under Section 2.3, shall be made for account of the Lenders of such Class pro rata in accordance with the their 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))Commitments; and (ivvi) each the Lenders’ participation in, and payment of interest on obligations in respect of, Swingline Loans of a Class by the Borrower under Section 2.2, shall be made for account of the Lenders pro rata in accordance with their respective Commitments. All payments of principal, interest, fees and other amounts in respect of the amounts Swingline Loans shall be for the account 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 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 concurrently 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 (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign CurrencySection 2.2(e)).

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee fees under Section 2.09 shall be made for account of the relevant Lenders of the applicable Class, and each termination or reduction of the amount of the Revolving Commitments of a Class under Section 2.06, Section 2.08 or otherwise 2.06 shall be applied to the respective Revolving Commitments of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments Term Percentages, US Revolving Percentages or Multicurrency Revolving Percentages or their respective shares of such Classany Incremental Facility, as the case may be; (ii) (A) each Term Borrowing of a Class 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 (in the case of continuations of Term Loans) and (B) each Revolving Borrowing shall be allocated pro rata among the Revolving Lenders according to the amounts of their respective 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), subject to Section 2.02(e); (iii) (A) each payment or prepayment of principal of Term 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 unpaid principal amounts of the Term Loans of such Class held by them (and, with respect to under the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of Section 2.08(e)); applicable Facility and (ivB) 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 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 concurrently 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: (iA) each Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 hereof shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.09 2.05 hereof in respect of the commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant lenders, and each termination or reduction of the amount of the Commitments commitments of a particular Class under Section 2.06, Section 2.08 or otherwise 2.04 hereof shall be applied to the respective Commitments 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 a any Class having the same Interest Period shall be allocated pro rata among the relevant Lenders according to the amounts of their respective Revolving Credit and Term Loan Commitments of such Class (in the case of the making of Loans and Revolving Credit Loans made to CREDIT AGREEMENT refinance Swingline Loans) or their respective Revolving Credit and Term Loans of such Class that are to be included in such Borrowing (in the case of conversions Conversions and continuations Continuations of Loans), subject to Section 2.02(e); (iiic) each payment or prepayment of principal of Loans of a particular Class by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the 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))them; and (ivd) each payment of interest on Loans of a particular Class by the Borrower shall be made for account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided however that. Notwithstanding the foregoing, notwithstanding anything borrowings, payments and prepayments of Swingline 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 concurrently 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 Currencythis Section 4.02.

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 opposite their signature lines hereto under the headings "Term Loan A" and "Term Loan B", respectively, 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 fee under Section 2.09 fees shall be made for the account of the Lenders of the applicable ClassRevolving Loan Lenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 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 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); (iiic) each payment or prepayment by Borrower of principal of or interest on the Term 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 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 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 -------- occurrence of an Event of Default (or after the applicable Event of Default shall have been fully cured) shall be for Chase's own account; (d) subject to the provisions of Sections 3.2(g) and (h) hereof, each payment 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 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 Obligations held by the Lenders (i.e. such Loans payments shall be shared by all of such Class then due the Lenders and payable not restricted to the respective Lenders; provided however thatholders of the Swing Note or Revolving Notes or Term Notes, notwithstanding anything to regardless of any attempted contrary designation by Borrower), 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 concurrently 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 Currencytheir respective Revolving Loan Commitment Percentages.

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 of such ClassLenders, each payment of commitment fee the fees under Section 2.09 Sections 3.6. shall be made for the account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 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 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); (iiib) each payment or prepayment of principal of Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them (andthem, with provided that if immediately prior to giving effect to any such payment in respect to of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with their respective Commitments in effect at the provisions 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 Section 2.08(e))the Revolving Loans being held by the Lenders pro rata in accordance with their respective Commitments; and (ivc) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided however that, notwithstanding anything for by Section 5.5. shall be made pro rata among the Lenders according to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency amounts of their respective 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 Type shall be coterminous; (e) intentionally deleted; (f) the Multicurrency 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 (without making a ratable prepayment to g) the Dollar Loans) solely Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.3., shall be in accordance with their Pro Rata Shares. 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 concurrently 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 (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign CurrencySection 2.4.).

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.09 2.05 in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.06, Section 2.08 or otherwise 2.04 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata PRO RATA according to the amounts of their respective Commitments of such Class; PROVIDED, HOWEVER, that Swing Loans shall be made only by, and interest thereon shall be paid by Borrower only to, the Swing Loan Lender (iisubject to such Lender's obligations in respect of any participation therein purchased by the other Revolving Credit Lenders as provided in Section 2.01(e)); (b) each Borrowing except as otherwise provided in Section 5.04, LIBOR Loans of a any Class having the same Interest Period shall be allocated pro rata PRO RATA among the relevant Lenders 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 and Term Loans of such Class that are to be included in such Borrowing (in the case of conversions Conversions and continuations Continuations of Loans), subject to Section 2.02(e); (iiic) each payment or prepayment of principal of Revolving Credit Loans of a Class or Term Loans by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid outstanding 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))them; and (ivd) each payment of interest on Revolving Credit Loans of a Class and Term Loans by the Borrower shall be made for account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (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: , (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 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 2.06, Section 2.08 or otherwise 2.04 hereof shall be applied to the respective Commitments of the Lenders Banks of such Class, pro rata according to the amounts of their respective Commitments of such ClassCommitments; (iib) each Borrowing except as otherwise provided in Section 5.04 hereof, Eurocurrency Loans of a Class having the same Interest Period shall be allocated pro rata among the Lenders Banks of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Eurocurrency Loans) or their respective Eurocurrency Loans of having such Class that are to be included in such Borrowing Interest Period (in the case of conversions Conversions and continuations Continuation of Eurocurrency Loans), subject to Section 2.02(e); (iiic) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower Borrowers shall be made for account of the Lenders Banks of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them 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 (ivd) each payment of interest on Syndicated Loans of a such Class by the Borrower Borrowers shall be made for account of the Lenders Banks of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective LendersBanks; provided however that, notwithstanding and (e) each payment of fees under Section 2.05 hereof shall be made for account of the Banks entitled thereto pro rata in accordance with the amounts of such fees then due and payable to the respective Banks. Notwithstanding the foregoing or anything else to the contrary contained herein, in herein (i) the event that the Borrower wishes provisions of this Section 4.02 shall not be construed 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 apply to prepay the Multicurrency Loans (without making a ratable prepayment any payment made to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign Currency.any

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing borrowing of a Class Revolving Loan from the Lenders under Section 2.1 shall be made from the Lenders of such ClassLenders, each payment of commitment fee the Fees under Section 2.09 3.8(a) and 3.8(e) shall be made for account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 or otherwise 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 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); (iiib) each payment or prepayment of principal of 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 respective unpaid principal amounts of the Revolving Loans of such Class held by them (andthem; provided that, with if immediately prior to giving effect to any such payment in respect to of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with their respective Commitment Percentages in effect at the provisions 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 Section 2.08(e))the Revolving Loans being held by the Lenders pro rata in accordance with their respective Commitment Percentages; and (ivc) each payment of interest on Revolving 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 Revolving Loans of such Class then due and payable to the respective Lenders; provided however that(d) each payment of principal or interest under the Swing Line Subfacility shall be made for the account of Swing Line Lender and each other Lender purchasing a participation in the Swing Line Subfacility and shall be shared pro rata among such Lenders, 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 LC Issuer and each other Lender purchasing a participation in any LC and related reimbursement obligations and shall be shared pro rata among such Lenders, in as determined on any date of determination for any such Lender as the event that proportion which the Borrower wishes Principal Debt arising under the LC Subfacility (or participations therein) owed to make 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 Multicurrency Borrowing in an Agreed Foreign Currency 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, 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 concurrently 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 CurrencyType shall be coterminous.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing the making of a Class the Five Year Term Loans by the Five Year Term Lenders under Section 2.1.(a) 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 2.06, 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 the Five Year Term Lenders’ Five Year Term Commitments and the making of such Class; (iithe Seven Year Term Loans by the Seven Year Term Lenders under Section 2.1.(b) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e)Seven Year Term Lenders’ Seven Year Term Commitments; (iiib) each payment or prepayment of principal of Five Year Term Loans of a Class by the Borrower shall be made for the account of the Five Year Term Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Five Year Term Loans of such Class held by them (andthem, 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 or prepayment of interest on principal of Seven Year Term Loans of a Class by the Borrower shall be made for the account of the Seven Year Term Lenders pro rata in accordance with the unpaid principal amounts of the Seven Year Term Loans held by them, except as an Additional Lender may otherwise agree in an Additional Loan Amendment; (c) each payment of interest on the Five Year Term Loans by the Borrower shall be made for the account of the Five Year Term Lenders pro rata in accordance with the amounts of interest on such the Five Year Term Loans of such Class then due and payable to the respective Five Year Term Lenders and each payment of interest on the Seven Year Term Loans by the Borrower shall be made for the account of the Seven Year Term Lenders pro rata in accordance with the amounts of interest on the Seven Year Term Loans then due and payable to the Seven Year Term Lenders; and (d) the Conversion and Continuation of Five Year Term Loans of a particular Type (other than Conversions provided however that, notwithstanding anything for by Section 4.6.) shall be made pro rata among the Five Year Term Lenders according to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency amounts of their respective Five Year Term Loans and the Multicurrency Commitments are fully utilizedConversion and Continuation of Seven Year Term Loans of a particular Type (other than Conversions provided for by Section 4.6.) shall be made pro rata among the Seven Year Term Lenders according to the amounts of their respective Seven Year Term Loans, and 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 such 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 concurrently 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 CurrencyType shall be coterminous.

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, each payment of commitment fee fees under Section 2.09 Sections 2.5 and letter of credit ------------ fees under Subsection 2.7(c) shall be made for the account of the Lenders of the applicable Class, ----------------- holding Revolving Commitments and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 or otherwise shall be applied to the respective Commitments of the Lenders of such Classholding the applicable Commitments, pro rata according to the amounts of their respective Commitment Percentages (calculated with respect to the Commitments of such Classfor the Loans in question only); (iib) each Borrowing the making, Conversion, and Continuation of Accounts of a Class particular Type (other than Conversions provided for by Section 6.4) shall be allocated ----------- made pro rata among the Lenders holding Accounts of such Type according to the amounts of their respective Commitment Percentages (calculated with respect to the Commitments of such Class (for the Loans 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(equestion only); (iiic) 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 of holding such Class Loans or 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 them (and, with respect to such Lenders; provided that as long as no -------- default in 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 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 concurrently utilizes any Multicurrency Commitments made available same Loan as a result of such prepayment to make (subject the application of Section 6.4, shall be made to the terms Lenders in ----------- accordance with the amount of interest owed to each; and conditions contained herein(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. 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 Multicurrency Borrowing in an Agreed Foreign Currencypreference, fraudulent conveyance, or otherwise under any bankruptcy, insolvency, or similar law, then each Person receiving any portion of such amount agrees, upon demand, to return the portion of such amount it has received to Administrative Agent.

Pro Rata Treatment. Except (a) Subject to the extent otherwise provided herein: (i) each Borrowing express provisions of a Class shall this Agreement which require, or permit, differing payment to be made from the to Non-Defaulting Lenders as opposed to Defaulting Lenders and except as required under Section 3.02, each Borrowing, each payment or prepayment of such Classprincipal of any Borrowing, each payment of commitment fee under Section 2.09 shall be made for account interest on the Loans, each payment of the Lenders Commitment Fees, each payment of the applicable ClassLC Participation Fees, and each termination or reduction of the amount Commitments and each conversion of the Commitments any Borrowing to or continuation of any Borrowing as a Class under Section 2.06, 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 any Type shall be allocated pro rata among the Lenders according to of the amounts of applicable Class 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)been terminated, subject to Section 2.02(e); (iii) each payment or prepayment of principal of 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 their outstanding Loans); provided that the Loans provisions of such Class held this Section 2.14 shall not be construed to apply to any payment made by them (and, with respect the Borrower pursuant to the pro rata treatment of prepayments between Classes, any such prepayments shall be made and in accordance with the provisions express terms of this Agreement, including (without limitation) in respect of any payment, assignment, sale or participation to Holdings or any of their respective Affiliates expressly permitted under Section 2.08(e)); 10.04. Each Lender agrees that in computing such Lxxxxx’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole Dollar amount. (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, Reimbursement Obligations, interest and fees then due hereunder, such funds shall be applied (ivi) each first, towards payment of interest on Loans of a Class by and fees then due hereunder, ratably 92 among the Borrower shall be made for account of the Lenders 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 Reimbursement Obligations then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and Reimbursement Obligations then due to the respective Lenders; provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign Currencyparties. Section 2.15.

Pro Rata Treatment. Except to All payments of any principal of, or interest on, the extent otherwise provided herein: (i) each Borrowing of a Class Notes 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 2.06, 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 ratably among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iii) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the aggregate amount of principal of, and accrued interest on, their respective unpaid principal amounts Notes. Upon the occurrence and during the continuation of an Event of Default, in addition to all other rights and remedies that may then be available to any Lender, each Lender is hereby authorized at any time and from time to time, without notice to any Loan Party (any such notice being expressly waived by the Loan Parties) to set off and apply any and all indebtedness at any time owing by such Lender to or for the credit or the account of the Loans Loan Parties against all Obligations which may be owed to such Lender. If any 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 Notes, resulting in such Lender receiving payment of a greater proportion of the aggregate principal amount of its Notes and accrued interest thereon than the proportion of such Class held amounts received by them any other Lender, then the Lender receiving such greater proportion shall purchase (and, with respect for cash at face value) participations in the Notes of the other Lenders to the pro rata treatment extent necessary so that the benefit of prepayments between Classes, any such prepayments payments shall be made shared by all Lenders ratably in accordance with the provisions aggregate amount of Section 2.08(e)); principal of and (iv) each payment of accrued interest on Loans their respective Notes; provided that (i) if any such participations are purchased and all or any portion of a Class by the Borrower payment giving rise thereto is recovered, such participations 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 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 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 concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment recovery, without interest unless the Lender from which such payment is recovered is required to make pay interest thereon, in which case each Lender returning funds to such Lender shall pay its pro rata share of such interest, and (subject ii) the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Notes to any assignee or participant, other than to any Loan Party (as to which the provisions of this paragraph shall apply). Borrower consents to the terms foregoing and conditions contained herein) agree, to the extent they may effectively do so under applicable law, that any Lender acquiring a Multicurrency Borrowing participation pursuant to the foregoing arrangements may exercise rights of set-off and counterclaim against Borrower with respect to such participation as fully as if such Lender were a direct creditor of Borrower in an Agreed Foreign Currencythe amount of such participation.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.09 2.05 in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.06, Section 2.08 2.04 or otherwise 2.10 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; provided, however, that Swing Loans shall be made only by, and interest thereon shall be paid by Borrower only to, the Swing Loan Lender (iisubject to such Lender's obligation in respect of any participation therein purchased by the other Revolving Credit Lenders as provided in Section 2.01(g)); (b) each Borrowing except as otherwise provided in Section 5.04, LIBOR Loans of a any Class having the same Interest Period shall be allocated pro rata among the relevant Lenders according to the amounts of their respective Revolving Credit and Term Loan Commitments of such Class (in the case of the making of Loans) or their respective Revolving Credit and Term Loans of such Class that are to be included in such Borrowing (in the case of conversions Conversions and continuations Continuations of Loans), subject to Section 2.02(e); (iiic) each payment or prepayment of principal of Revolving Credit Loans or Term Loans by Borrower or PR Borrower shall be made for the account of the relevant Lenders pro rata in accordance with the respective unpaid outstanding principal amounts of the Loans of a Class such class held by the them; and (d) each payment of interest on Revolving Credit Loans and Term Loans by Borrower or PR 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 relevant Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (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: (ii)(x) other than with respect to any Syndicated Borrowing requested pursuant to Section 2.21(a)(i), each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassClass of Commitment, (y) other than the payment of a commitment fee to a Non-Extending Lender on the earlier of the date its Commitments terminate and its applicable Non-Extended Commitment Termination Date, each payment of commitment fee under Section 2.09 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 under Section 2.06, Section 2.08 or otherwise shall be applied to the respective Commitments of the Lenders of such Class, in each case pro rata according to the amounts of their respective Commitments of such Class; (ii) other than with respect to any Syndicated Borrowing requested pursuant to Section 2.21(a)(i) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iii) other than in connection with a termination or reduction of Commitments or prepayment of Loans in accordance with Section 2.08(f), the payment of a Non-Extending Lender’s Non-Extended Loans on such Non-Extending Lender’s Non-Extended Final Maturity Date pursuant to Section 2.09(a) or a mandatory prepayment pursuant to Section 2.10(d), each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them (and, 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))them; and (iv) 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 Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided however that, notwithstanding anything . Each Syndicated Borrowing requested pursuant to Section 2.21(a)(i) shall be made from each Extending Lender and Non-Extending Lender for which the Non-Extending Commitment Termination Date shall not have occurred on a pro rata basis according to the 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 Syndicated 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 concurrently utilizes continuance of a Default or Event of Default or at any Multicurrency Commitments made available as a result of time the Borrowing Base exceeds the Covered Debt Amount plus the Net Revolving Exposure at such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign Currencytime.

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 of such ClassLenders, each payment of commitment fee the Fees under Section 2.09 3.6.(a) and the first sentence of Section 3.6.(b) shall be made for the account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 2.10. or otherwise 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 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); (iiib) each payment or prepayment of principal of Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans of such Class held by them (andthem, with provided that if immediately prior to giving effect to any such payment in respect to of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with their respective Commitments in effect at the provisions 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 Section 2.08(e))the Revolving Loans being held by the Lenders pro rata in accordance with their respective Commitments; and (ivc) each payment of interest on Revolving Loans of a Class by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; (d) the making, Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided however that, notwithstanding anything for by Section 4.5.) 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 Type shall be coterminous; and (e) the Multicurrency Lenders' participation in, and payment obligations in respect of, Letters of Credit under Section 2.2. and Swingline Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing under Section 2.12., shall be pro rata in an Agreed Foreign Currencyaccordance with their respective Commitments.

Pro Rata Treatment. Except to the extent otherwise provided herein, each Lender agrees that: (i) each Borrowing of a Class borrowing from the Lenders under Section 2.01 and each continuation and conversion under Section 2.02 shall be made from the Lenders pro rata in accordance with their Percentage Share of such Classthe aggregate Revolver Commitments or aggregate Term Loan Commitments, as the case may be, each payment of commitment fee fees under Section 2.09 Sections 2.04(a)and2.04(b)(i), shall be made for account of the Revolver Lenders pro rata in accordance with their Percentage Share of the applicable Classaggregate Revolver Commitments, and each termination or reduction of the amount of the Commitments of a Class Aggregate Maximum Revolver Amount under Section 2.06, Section 2.08 or otherwise 2.03(a) shall be applied to the respective Commitments Revolver Commitment of the Lenders of such Classeach Revolver Lender, pro rata according to the amounts of their its respective Commitments of such ClassRevolver Commitment; (ii) each Borrowing of a Class shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e); (iii) each payment or prepayment of principal of Revolver Loans of a Class by the Borrower shall be made for account of the Revolver Lenders of such Class pro rata in accordance with the respective unpaid principal amounts amount of the Revolver Loans of such Class held by them the Revolver Lenders; (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 (iviii) each payment of interest on Revolver Loans of a Class by the Borrower shall be made for account of the Revolver Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Revolver Lenders; provided however that, notwithstanding anything (iv) each payment of principal of Term Loans by the Borrower shall be made for account of the Term Loan Lenders pro rata in accordance with the respective unpaid principal amount of the Term Loans held by the Term Loan Lenders; (v) each payment of interest on Term Loans by the Borrower shall be made for account of the Term Loan Lenders pro rata in accordance with the amounts of interest due and payable to the contrary contained herein, in the event that respective Term Loan Lenders; and (vi) each reimbursement by the Borrower wishes of disbursements under Letters of Credit shall be made for account of the Issuing Bank or, if funded by the Revolver Lenders, pro rata for the account of the Revolver Lenders in accordance with the 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 concurrently 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 Currencyeach respective Revolver Lender.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Borrowing of a Class borrowing from the Lenders under Sections 2.1 hereof shall be made from the Lenders of such Class, and each payment of commitment its Commitment Fee under Section 3.5 hereof and of the Letter of Credit fee under Section 2.09 3.6 hereof shall be made to the Administrative Agent for the account of the Lenders of the applicable Class, and pro rata according to their respective Commitment Percentages; (b) each termination or reduction of the amount of the Commitments of a Class under Section 2.06, Section 2.08 or otherwise 2.11 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 ClassCommitment Percentages; (iic) each Borrowing the making, Conversion and Continuation of Loans of a Class particular type shall be allocated made pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), subject to Section 2.02(e)Commitment Percentages; (iiid) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with their respective Commitment Percentages; provided, that if immediately prior to giving effect to any such payment in respect of any Loans the respective unpaid outstanding principal amounts amount of the Loans of such Class shall not be held by them (and, with respect to the Lenders pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with their respective Commitment Percentages in effect at the provisions time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the last paragraph of Section 2.08(e12.8 hereof)), then such payment shall be applied to the Loans in such manner as shall result, as nearly as is practicable in the judgment of the Administrative Agent, in the outstanding principal amount of the Loans being held by the Lenders pro rata in accordance with their respective Commitment Percentages; and (ive) each payment of interest on Loans of a Class by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency Borrowing in an Agreed Foreign Currency.