Common use of Proportionate Amounts Clause in Contracts

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s Loans and Commitments, and rights and obligations with respect thereto assigned, except that this Section 11.06(b)(ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment among the revolving credit facility or Loans of one Class but not Commitment or Loans of any other Class.term loan facility provided hereunder on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not apply to (A) apply to the rights in respect of Competitive Loans or any Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.among separate Facilities on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement and the other Loan Documents with respect thereto to the Loans and/or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.among separate Facilities on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Credit Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Swingline Lender’s rights and obligations in respect of Swing Line Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.among separate facilities on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s Loans and Commitments, and rights and obligations with respect thereto assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment among any revolving credit facility or Loans of one Class but not Commitment or Loans of any other Class.term loan facility provided hereunder on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Revolving Credit Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (Ax) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (By) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.under the Revolving A Credit Facility and the Revolving B Credit Facility on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to rights in respect of the Swing Line LenderBank’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.among Revolving Facility and the Term Facility on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (b) shall not (Ai) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (Bii) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Classamong the revolving credit facility and term loan facilities provided for hereunder on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights Revolving Committed Amount and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.Term Loan Committed Amount on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Credit Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Swingline Lender’s rights and obligations in respect of Swing Line Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.among separate Facilities on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment as-signment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment among the revolving credit facility or Loans of one Class but not Commitment or Loans of any other Class.term loan facility provided hereunder on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.among separate credit facilities on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(ii10.06(b)(ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of among any other Class.Facilities on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇L▇▇▇▇▇’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment among the revolving credit facility or Loans of one Class but not Commitment or Loans of any other Class.term loan facility provided hereunder on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the any Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Classamong the separate credit facilities hereunder on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loan or the Revolving Credit Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect among separate Credits on a non-pro rata basis. Notwithstanding the foregoing, any assignment by the Swing Line Lender of its the Swing Line Commitment or Loans of one Class but not Commitment or Loans of any other Classmust assign the entire Swing Line Commitment.

Proportionate Amounts. Each partial assignment --------------------- shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s Loans and Commitments, and Lender's rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s 's rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.among separate Facilities on a non-pro rata basis; 139

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.among separate Tranches hereunder on a non-pro rata basis; (iii)

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto assignedto the Loans or the Commitment assigned under the relevant facility, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans Loans, or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Classamong separate facilities under this Agreement on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights under each Incremental Term Loan and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.the revolving credit facility established pursuant to Section 2.01 on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations with respect thereto thereto, assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Revolving Commitment or (and the related Revolving Loans of one Class but not Commitment or Loans of any other Class.thereunder);

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(ii10.06(b)(ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of among any other Class.Facilities on a non-pro rata basis;;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇L▇▇▇▇▇’s Loans and Commitments, and rights and obligations under this Agreement and the other Loan Documents with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Classamong separate Classes on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under any Facility with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of the Swing Line Loans or Loans; provided that this clause (Bii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.among separate Facilities on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (Ax) apply to the rights in respect of any Swing Line Lender’s rights and obligations in respect of Swing Line Loans or Loan made by such Swing Line Lender and (By) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Classamong separate Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations with respect thereto thereto, assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or (and the related Revolving Loans of one Class but not Commitment or Loans of any other Class.thereunder) on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment as- signment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment among the revolving credit facility or Loans of one Class but not Commitment or Loans of any other Class.term loan facility provided hereunder on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the loans or the commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.revolving commitments (and related revolving loans and obligations thereunder) on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the any Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.among the Facilities on a non-pro rata basis as between the Facilities;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Credit Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.among separate Facilities on a non-pro rata basis; (iii)

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iisubsection (b) shall not (Ai) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (Bii) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Classamong the revolving credit facility and term loan facilities provided for hereunder on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement and the other Loan Documents with respect thereto to the Loan or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Classamong separate Credits on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the any Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.among separate Facilities on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iisubsection (ii) shall not not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Classamong separate Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Swingline Lender’s rights and obligations in respect of Swing Line Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Classamong separate Classes on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.among separate Facilities on a non-pro rata basis; (iii)

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.among separate Facilities on a non-pro rata basis; 67072595_7

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment among separate Commitments or Loans of one Class but not Commitment or Loans of any other ClassTranches on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.among separate Facilities on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment among the revolving credit facility or Loans of one Class but not Commitment or Loans of any other Class.term loan facility provided hereunder on a non-pro rata basis; CHAR1\1847295v5

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s Loans and Commitments, and rights and obligations under this Agreement and the other Loan Documents with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.among the revolving credit facility provided hereunder on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇L▇▇▇▇▇’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the any Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Classamong the separate credit facilities hereunder on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Classamong separate Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s Loans and Commitments, and 's rights and obligations under this Agreement with respect thereto assignedto the Loans or the Commitment assigned under the relevant facility, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s 's rights and obligations in respect of Swing Line Loans Loans, or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Classamong separate facilities under this Agreement on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.among separate Facilities on a non-pro rata basis; 166 166

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under any Facility with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of the Swing Line Loans or Loans; provided that this clause (Bii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.among separate Facilities on a non pro rata basis; (iii)

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s Loans and Commitments, and rights and obligations under this Agreement and the other Loan Documents with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.among separate Facilities on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all of the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the any Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Classamong the Facilities on a non-pro rata basis.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement and the other Loan Documents with respect thereto to the Loans and/or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.under separate Facilities on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect thereto to the Loans or the Commitment assigned, except that this Section 11.06(b)(iiclause (ii) shall not (A) apply to the a Swing Line Lender’s 's rights and obligations in respect of its Swing Line Loans or (B) and shall not prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Commitment or Loans of one Class but not Commitment or Loans of any other Class.among separate Facilities on a non-pro rata basis; 95541499_13