Common use of Pro Rata Borrowings Clause in Contracts

Pro Rata Borrowings. Each Borrowing of Initial Term Loans under this Agreement shall be granted by the Initial Term Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments. Each Borrowing of Tranche B Term Loans under this Agreement shall be granted by the Tranche B Term Lenders pro rata on the basis of their then-applicable Tranche B Term Loan Commitments. Each Borrowing of Tranche B-1 Term Loans under this Agreement shall be granted by the Tranche B-1 Term Lenders pro rata on the basis of their then-applicable Tranche B-1 Term Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages with respect to the applicable Class. Each Borrowing of Incremental Term Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental Term Loan Commitments for such Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for such Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for such Class. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender, severally and not jointly, shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder, and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligations under any Credit Document.

Pro Rata Borrowings. Each Borrowing of Initial Tranche A Term Loans under this Agreement shall be granted by the Initial Tranche A Term Lenders pro rata on the basis of their then-applicable Initial Tranche A Term Loan Commitments. Each Commitments and each Borrowing of Initial Tranche B Term Loans under this Agreement shall be granted by the Initial Tranche B Term Lenders pro rata on the basis of their then-applicable Initial Tranche B Term Loan Commitments. Each Borrowing of Tranche B-1 Term Loans under this Agreement shall be granted by the Tranche B-1 Term Lenders pro rata on the basis of their then-applicable Tranche B-1 Term Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages with respect to the applicable Class. Each Borrowing of Incremental Term Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental Term Loan Commitments for such Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for such Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for such Class. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender, severally and not jointly, shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder, and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligations under any Credit Document.

Pro Rata Borrowings. Each Borrowing of Initial Term Loans under this Agreement shall be granted by the Initial Term Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments. Each Borrowing of Tranche B 2019 Incremental Term Loans under this Agreement shall be granted by the Tranche B Term Lenders pro rata prorata on the basis of their then-applicable Tranche B Term Loan Commitments. Each Borrowing of Tranche B-1 Term Loans under this Agreement shall be granted by the Tranche B-1 Term Lenders pro rata on the basis of their then-applicable Tranche B-1 2019 Incremental Term Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be granted by the Revolving Credit Lenders pro rata on the basis of their then-then- applicable Revolving Credit Commitment Percentages with respect to the applicable Class. Each Borrowing of Incremental Term Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental Term Loan Commitments for such the applicable Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for such the applicable Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for such the applicable Class. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender, severally and not jointly, shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder, and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligations under any Credit Document.

Pro Rata Borrowings. Each Borrowing All Borrowings of Initial Term Loans, Additional Term Loans, Revolving Loans, Supplemental Revolving Loans, D Tranche Term Loans and E Tranche Term Loans under this Agreement shall be granted loaned by the Initial Term Lenders, Additional Lenders, Revolving Lenders, Supplemental Revolving Lenders, D Tranche Lenders and E Tranche Lenders, respectively, pro rata on the basis of their then-applicable Initial respective Term Loan Commitments. Each Borrowing of Tranche B Term Loans under this Agreement shall be granted by the Tranche B Term Lenders pro rata on the basis of their then-applicable Tranche B Pro Rata Shares, Additional Term Loan Commitments. Each Borrowing of Pro Rata Shares, Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares, D Tranche B-1 Term Loans under this Agreement shall be granted by the Tranche B-1 Term Lenders pro rata on the basis of their then-applicable Tranche B-1 Term Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages with respect to the applicable Class. Each Borrowing of Incremental Term Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental Pro Rata Shares and E Tranche Term Loan Commitments for such ClassPro Rata Shares, as the case may be. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for such Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for such Class. It is understood that (a) no No Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender, severally and not jointly, Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments Commitment hereunder, and (b) other than as expressly provided herein . Except with respect to the initial Borrowing of Supplemental Revolving Loans, if any, which may be made on the Second Restatement Date pursuant to Section 6.3(k) and with respect to any borrowings of Revolving Loans for the purpose of repayment of Swing Line Loans pursuant to Section 2.11(c), all Borrowings of Revolving Loans and Supplemental Revolving Loans shall be made on a Defaulting Lenderproportionate basis such that after giving effect to such Borrowings and any proposed repayment of any Obligations to be made on the proposed borrowing date of which the Borrower has notified the Agent, failure the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible. Upon receipt of a Notice of Borrowing, the Agent shall determine such proportionate amounts of Revolving Loans and Supplemental Revolving Loans to be borrowed and shall notify the Revolving Lenders, Supplemental Revolving Lenders and the Borrower as provided in Section 2.5. The determination by the Agent shall be made at the time it receives a Lender Notice of Borrowing, based on the information the Borrower has provided to perform any the Agent at the time it delivers such Notice of its obligations under any Borrowing with respect to anticipated repayments of the Credit Documents Obligations, and shall not release any Person from performance of its obligations under any Credit Documentbe final, conclusive and binding on all parties hereto.

Pro Rata Borrowings. Each Borrowing of Initial Term Loans under this Agreement shall be granted by the Initial Term Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments. Each Borrowing of Tranche B Term Loans under this Agreement shall be granted by the Tranche B Term Lenders pro rata on the basis of their then-applicable Tranche B Term Loan Commitments. Each Borrowing of (i) Tranche B-1 Term Loans under this Agreement shall be granted by the Tranche B-1 Term Loan Lenders pro rata on the basis of their then-applicable Tranche B-1 Term Loan Commitments and (ii) Tranche B-2 Term Loans under this Agreement shall be granted by the Tranche B-2 Term Loan Lenders pro rata on the basis of their then-applicable Tranche B-2 Term Loan Commitments. Each Borrowing of U.S. Dollar Revolving Credit Loans under this Agreement shall be granted by the Revolving Credit U.S. Dollar Lenders pro rata on the basis of their then-applicable U.S. Dollar Revolving Credit Commitment Percentages with respect to the applicable ClassCommitments. Each Borrowing of Incremental Multi-Currency Revolving Credit Loans under this Agreement shall be granted by the Multi-Currency Lenders pro rata on the basis of their then-applicable Multi-Currency Revolving Credit Commitments. Each Borrowing of Malaysian Revolving Credit Loans or New Malaysian U.S. Dollar Revolving Credit Loans, as applicable, under this Agreement shall be granted by the Malaysian Lenders pro rata on the basis of their then-applicable Malaysian Revolving Credit Commitments. Each Borrowing of New Tranche B Term Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental New Tranche B Term Loan Commitments for such Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for such Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for such ClassCommitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender, severally and not jointly, Lender shall be severally obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder, and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligations obligation under any Credit DocumentDocument and (c) the rights of each Lender under each Credit Document are separate and independent rights and any Indebtedness owed to such Lender under any Credit Document shall be a separate and independent Indebtedness.

Pro Rata Borrowings. Each Borrowing of Initial Term Loans under this Agreement shall be granted by the Initial Term Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments. Each Borrowing of Tranche B Term Loans under this Agreement shall be granted by the Tranche B Term Lenders pro rata on the basis of their then-applicable Tranche B Term Loan Commitments. Each Borrowing of Tranche B-1 Term Loans under this Agreement shall be granted by the Tranche B-1 Term Lenders pro rata on the basis of their then-applicable Tranche B-1 Term Loan Commitments. Each Borrowing of Revolving Credit Loans (other than Swingline Loans and Protective Advances) under this Agreement shall be granted made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages with respect to the applicable ClassCommitments. Each Borrowing of Incremental Term Revolving Credit Loans under this Agreement shall be granted made by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental Term Loan Commitments for such Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for such ClassCommitments. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted made by the Extending Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for such ClassCommitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender, Lender severally and but not jointly, jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder, hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligations obligation under any Credit Document. Notwithstanding the foregoing, each of the Lenders acknowledges and agrees that the Existing Banker’s Acceptances shall be deemed to be accepted by the Lenders under this Agreement and on the Closing Date, each Lender (other than Canadian Imperial Bank of Commerce) shall pay to the Administrative Agent the amounts required by the Administrative Agent for the benefit of Canadian Imperial Bank of Commerce, and upon receipt of such payment, Canadian Imperial Bank of Commerce shall be deemed to have sold and transferred to each Lender (each such Lender, in its capacity under this Section 2.7, an “EBA Participant”), and each such EBA Participant shall be deemed irrevocably and unconditionally to have purchased and received from Canadian Imperial Bank of Commerce, without recourse or warranty, its pro rata share based on such Lender’s Revolving Credit Commitment Percentage of an undivided interest and participation in each Existing Banker’s Acceptance.

Pro Rata Borrowings. Each Borrowing of Initial Term Loans under this Agreement shall be granted by the Initial Term Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments. Each Borrowing of Tranche B Term Loans under this Agreement shall be granted by the Tranche B Term Lenders pro rata on the basis of their then-applicable Tranche B Term Loan Commitments. Each Borrowing of Tranche B-1 Term Loans under this Agreement shall be granted by the Tranche B-1 Term Lenders pro rata on the basis of their then-applicable Tranche B-1 Term Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages with respect to the applicable Class. Each Borrowing of Incremental Term Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental Term Loan Commitments for such Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for such Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for such Class. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender, severally and not jointly, shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder, and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligations under any Credit Document.

Pro Rata Borrowings. Each Borrowing All Borrowings of Initial Term Loans, Additional Term Loans, Revolving Loans, Supplemental Revolving Loans and D Tranche Term Loans under this Agreement shall be granted loaned by the Initial Term Lenders, Additional Lenders, Revolving Lenders, Supplemental Revolving Lenders and D Tranche Lenders, respectively, pro rata on the basis of their then-applicable Initial respective Term Loan Commitments. Each Borrowing of Tranche B Term Loans under this Agreement shall be granted by the Tranche B Term Lenders pro rata on the basis of their then-applicable Tranche B Pro Rata Shares, Additional Term Loan Commitments. Each Borrowing of Pro Rata Shares, Revolving Loan Pro Rata Shares, Supplemental Revolving Loan Pro Rata Shares and D Tranche B-1 Term Loans under this Agreement shall be granted by the Tranche B-1 Term Lenders pro rata on the basis of their then-applicable Tranche B-1 Term Loan CommitmentsPro Rata Shares, as the case may be. Each Borrowing of Revolving Credit Loans under this Agreement shall be granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages with respect to the applicable Class. Each Borrowing of Incremental Term Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental Term Loan Commitments for such Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for such Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for such Class. It is understood that (a) no No Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender, severally and not jointly, Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments Commitment hereunder, and (b) other than as expressly provided herein . Except with respect to the initial Borrowing of Supplemental Revolving Loans, if any, which may be made on the Restatement Date pursuant to SECTION 6.3(K) and with respect to any borrowings of Revolving Loans for the purpose of repayment of Swing Line Loans pursuant to SECTION 2.11(C), all Borrowings of Revolving Loans and Supplemental Revolving Loans shall be made on a Defaulting Lenderproportionate basis such that after giving effect to such Borrowings and any proposed repayment of any Obligations to be made on the proposed borrowing date of which the Borrower has notified the Agent, failure by the Revolving Loan Availability Ratio and the Supplemental Revolving Loan Availability Ratio are equalized as nearly as possible. Upon receipt of a Lender Notice of Borrowing, the Agent shall determine such proportionate amounts of Revolving Loans and Supplemental Revolving Loans to perform any of its obligations under any of be borrowed and shall notify the Credit Documents shall not release any Person from performance of its obligations under any Credit DocumentRevolving Lenders, Supplemental Revolving Lenders and the Borrower as provided in SECTION 2.

Pro Rata Borrowings. Each Borrowing of 2017 Initial Tranche A Term Loans or 2019 Extended Tranche A Term Loans under this Agreement shall be granted by the 2017 Initial Tranche A Term Lenders or the 2019 Extended Tranche A Term Lenders, as applicable, pro rata on the basis of their then-applicable 2017 Initial Tranche A Term Loan Commitments or 2019 Extended Tranche A Term Loan Commitments. Each , respectively, and each Borrowing of Initial Tranche B Term Loans under this Agreement shall be granted by the Initial Tranche B Term Lenders pro rata on the basis of their then-applicable Initial Tranche B Term Loan Commitments. Each Borrowing of Tranche B-1 Term Loans under this Agreement shall be granted by the Tranche B-1 Term Lenders pro rata on the basis of their then-applicable Tranche B-1 Term Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages with respect to the applicable Class. Each Borrowing of Incremental Term Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental Term Loan Commitments for such Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for such Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for such Class. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender, severally and not jointly, shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder, and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligations under any Credit Document.

Pro Rata Borrowings. Each Borrowing All Borrowings of Initial Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans, Incremental Term Loans, Multicurrency Facility Revolving Loans (including U.S. Borrower Multicurrency Facility Revolving Loans, Bermuda Borrower Multicurrency Facility Revolving Loans and Mandatory Multicurrency Facility RL Borrowings) and Dollar Facility Revolving Loans (including U.S. Borrower Dollar Facility Revolving Loans, Bermuda Borrower Dollar Facility Revolving Loans and Mandatory Dollar Facility RL Borrowings) under this Agreement shall be granted by incurred from the Initial Term Lenders pro rata on the basis of their then-applicable Initial such Lenders' Tranche A Term Loan Commitments. Each Borrowing of Tranche B Term Loans under this Agreement shall be granted by the Tranche B Term Lenders pro rata on the basis of their then-applicable , Tranche B Term Loan Commitments. Each , Tranche C Term Loan Borrowing of Tranche B-1 Term Loans under this Agreement shall be granted by the Tranche B-1 Term Lenders pro rata on the basis of their then-applicable Tranche B-1 Amounts, Incremental Term Loan Commitments, Multicurrency Facility RL Percentages or Dollar Facility RL Percentages, as the case may be. Each Borrowing All Borrowings of Revolving Credit Swingline Loans under this Agreement shall be granted by incurred from the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages with respect to the applicable Class. Each Borrowing of Incremental Term Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental Term Loan Commitments for such Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for such Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for such ClassSwingline Lender. It is understood that (a) no Lender shall be responsible for any default by any other Lender in of its obligation to make Loans hereunder and that each Lender, severally and not jointly, Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill make its commitments Loans hereunder, and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligations under any Credit Document.

Pro Rata Borrowings. Each Borrowing of Initial Term Loans under this Agreement shall be granted made by the Initial Term Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments. Each Borrowing of Tranche B 2023 Incremental Term Loans under this Agreement shall be granted made by the Tranche B Term Lenders pro rata on the basis of their then-applicable Tranche B 2023 Incremental Term Loan Commitments. Each Borrowing of Tranche B-1 New Term Loans under this Agreement shall be granted made by the Tranche B-1 Term Lenders pro rata on the basis of their then-applicable Tranche B-1 New Term Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be granted made by the Revolving Credit Lenders pro rata on the basis of their then-then applicable Revolving Credit Commitment Percentages with respect to the applicable ClassPercentages. Each Borrowing of Incremental Term Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental Term Loan Commitments for such Class. Each Borrowing of Additional/Replacement New Revolving Credit Loans under this Agreement shall be granted made by the Revolving Credit Lenders of the relevant Class thereof pro rata on the basis of their then-then applicable Additional/Replacement New Revolving Credit Commitments for such ClassCommitments. Each Borrowing In addition, as contemplated by Section 2.14, Borrowings of Extended different Classes of Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata made on the a ratable basis of their then-applicable Extended Revolving Credit Commitments for as among such ClassClasses. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender, Lender severally and but not jointly, jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the 100 failure of any other Lender to fulfill its commitments hereunder, hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligations obligation under any Credit Document.

Pro Rata Borrowings. Each Borrowing of Initial Dollar Term Loans under this Agreement shall be granted made by the Initial Term Lenders pro rata on the basis of their then-applicable Initial Dollar Term Loan Commitments. Each Borrowing of Tranche B Initial Euro Term Loans under this Agreement shall be granted made by the Tranche B Term Lenders pro rata on the basis of their then-applicable Initial Euro Term Loan Commitments with respect to the applicable Class. Notwithstanding the foregoing, (x) all Borrowings of Revolving Credit Loans of the U.S.each Borrower shall be allocated pro rata relative to Commitments across the Tranche A Revolving Credit Facility, (y) all Borrowings of Revolving Credit Loans of the German Borrower shall be allocated pro rata relative to Commitments across the Tranche B Term Loan Commitments. Each Borrowing Revolving Credit Facility and (z) all Borrowings of Tranche B-1 Term Revolving Credit Loans under this Agreement of the UK Borrower shall be granted by allocated pro rata relative to Commitments across the Tranche B-1 Term Lenders pro rata on the basis of their then-applicable Tranche B-1 Term Loan CommitmentsC Revolving2019 Revolving Credit Facility. Each Borrowing of Revolving Credit Loans under this Agreement shall be granted made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages with respect to the applicable ClassPercentages. Each Borrowing of Incremental New Term Loans under this Agreement shall be granted made by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental New Term Loan Commitments for such Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for such Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for such ClassCommitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender, Lender severally and but not jointly, jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder, hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligations obligation under any Credit Document.

Pro Rata Borrowings. Each Borrowing of Initial Dollar Term Loans under this Agreement shall be granted made by the Initial Term Lenders pro rata on the basis of their then-applicable Initial Dollar Term Loan Commitments. Each Borrowing of Tranche B Initial Euro Term Loans under this Agreement shall be granted made by the Tranche B Term Lenders pro rata on the basis of their then-applicable Initial Euro Term Loan Commitments with respect to the applicable Class. Notwithstanding the foregoing, (x) all Borrowings of Revolving Credit Loans of the U.S. Borrower shall be allocated pro rata relative to Commitments across the Tranche A Revolving Credit Facility, (y) all Borrowings of Revolving Credit Loans of the German Borrower shall be allocated pro rata relative to Commitments across the Tranche B Term Loan Commitments. Each Borrowing Revolving Credit Facility and (z) all Borrowings of Tranche B-1 Term Revolving Credit Loans under this Agreement of the UK Borrower shall be granted by allocated pro rata relative to Commitments across the Tranche B-1 Term Lenders pro rata on the basis of their then-applicable Tranche B-1 Term Loan CommitmentsC Revolving Credit Facility. Each Borrowing of Revolving Credit Loans under this Agreement shall be granted made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages with respect to the applicable ClassPercentages. Each Borrowing of Incremental New Term Loans under this Agreement shall be granted made by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental New Term Loan Commitments for such Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for such Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for such ClassCommitments. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender, Lender severally and but not jointly, jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder, hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligations obligation under any Credit Document.

Pro Rata Borrowings. Each Borrowing of The Initial Term Loans under this Loan Agreement shall be granted made by the Initial Term Loan Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments. Each Borrowing of Tranche B Term Loans Any DDTL under this Loan Agreement shall be granted made by the Tranche B Term DDTL Lenders pro rata on the basis of their then-applicable Tranche B Term Loan DDTL Commitments. Each Borrowing of Tranche B-1 Any Incremental Term Loans under this Loan Agreement shall be granted made by the Tranche B-1 applicable Incremental Term Loan Lenders pro rata on the basis of their then-applicable Tranche B-1 Incremental Term Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages with respect to the applicable Class. Each Borrowing of Incremental Term Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental Term Loan Commitments for such Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for such Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for such Class. It is understood that (a) no No Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder hereunder, and that each Lender, severally and not jointly, Lender shall be obligated to make the Loans Loans, as applicable, provided to be made by it hereunder, hereunder regardless of the failure of any other Lender to fulfill its commitments hereunder. Interest Subject to Section 2.05(c) and Section 2.05(f), interest shall accrue during any Interest Period on the unpaid principal amount of each Loan from the date of the making thereof to but excluding the date of any repayment thereof, at a rate per annum equal to the LIBOR Rate for the applicable Interest Period in effect hereunder from time to time plus the Applicable Margin. Except as otherwise explicitly provided in this Loan Agreement, interest accrued on each Loan shall be payable in cash in arrears on the Interest Payment Dates applicable to such Loan. The applicable LIBOR Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent (acting reasonably), and such determination shall be conclusive absent manifest error. From and after the occurrence and during the continuance of any Event of Default, the Borrower shall pay interest on the principal amount of all outstanding Loans and all other unpaid Obligations, to the extent permitted by Applicable Law, at the rate applicable to such Loans pursuant to Section 2.05(a) plus three percent (3.0%) per annum (and, in the case of Obligations other than Loans, at a rate of interest equal to the Prime Rate plus the Applicable Margin plus three percent (3.0%) per annum). All such additional interest shall be payable in cash on demand, and such increase shall apply (x) in the case of an Event of Default under Section 10.01(k), automatically upon the date of occurrence of such Event of Default, and (by) in the case of any other than as expressly provided herein Event of Default, upon the written election of the Required Lenders, retroactively from the first date of occurrence of such Event of Default. All computations of interest hereunder shall be made in accordance with respect to a Defaulting LenderSection 4.06. [Reserved]. In no event shall the interest rate or rates payable under this Loan Agreement, failure by a Lender to perform plus any of its obligations other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Each of the Credit Documents Loan Parties, the Administrative Agent and the Lenders, in executing and delivering this Loan Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Loan Agreement, the Borrower is and shall not release any Person be liable only for the payment of such maximum as allowed by applicable law, and payment received from performance the Borrower in excess of its obligations under any Credit Documentsuch legal maximum, whenever received, shall be applied to reduce the principal balance of the Loans and Obligations to the extent of such excess.

Pro Rata Borrowings. Each Borrowing of Initial Term Loans under this Agreement shall be granted made by the Initial Term Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments. Each Borrowing of Tranche B Term Loans under this Agreement shall be granted by the Tranche B Term Lenders pro rata on the basis of their then-applicable Tranche B Term Loan Commitments. Each Borrowing of Tranche B-1 Term Loans under this Agreement shall be granted by the Tranche B-1 Term Lenders pro rata on the basis of their then-applicable Tranche B-1 Term Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be granted made by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages with respect to the applicable Class. Each Borrowing of Incremental New Term Loans under this Agreement shall be granted made by the Lenders of the relevant Class pro rata on the basis of their then-applicable New Term Loan Commitments for the applicable Class. Each Borrowing of Incremental Revolving Credit Loans under this Agreement shall be made by the Revolving Credit Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental Term Loan Commitments for such Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for such the applicable Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted made by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for such the applicable Class. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender, Lender severally and but not jointly, jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder, hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Loan Documents shall not release any Person from performance of its obligations obligation, under any Credit Loan Document.

Pro Rata Borrowings. Each Borrowing All Borrowings of Initial Tranche A Term Loans, Tranche B Term Loans, Incremental Term Loans of a given Tranche, Multicurrency Facility Revolving Loans (including U.S. Borrower Multicurrency Facility Revolving Loans, Bermuda Borrower Multicurrency Facility Revolving Loans and Mandatory Multicurrency Facility RL Borrowings) and Dollar Facility Revolving Loans (including U.S. Borrower Dollar Facility Revolving Loans, Bermuda Borrower Dollar Facility Revolving Loans and Mandatory Dollar Facility RL Borrowings) under this Agreement shall be granted by incurred from the Initial Term Lenders pro rata on the basis of their then-applicable Initial such Lenders' Tranche A Term Loan Commitments. Each Borrowing of Tranche B Term Loans under this Agreement shall be granted by the Tranche B Term Lenders pro rata on the basis of their then-applicable , Tranche B Term Loan Commitments. Each Borrowing of Tranche B-1 Term Loans under this Agreement shall be granted by the Tranche B-1 Term Lenders pro rata on the basis of their then-applicable Tranche B-1 Amounts, Incremental Term Loan Commitments, Multicurrency Facility RL Percentages or Dollar Facility RL Percentages, as the case may be. Each Borrowing All Borrowings of Revolving Credit Swingline Loans under this Agreement shall be granted by incurred from the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages with respect to the applicable Class. Each Borrowing of Incremental Term Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental Term Loan Commitments for such Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for such Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for such ClassSwingline Lender. It is understood that (a) no Lender shall be responsible for any default by any other Lender in of its obligation to make Loans hereunder and that each Lender, severally and not jointly, Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill make its commitments Loans hereunder, and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligations under any Credit Document.

Pro Rata Borrowings. Each Borrowing of Initial Term Loans under this Agreement shall be granted by the Initial Term Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments. Each Borrowing of Tranche B Term Loans under this Agreement shall be granted by the Tranche B Term Lenders pro rata on the basis of their then-applicable Tranche B Term Loan Commitments. Each Borrowing of Tranche B-1 Term Loans under this Agreement shall be granted by the Tranche B-1 Term Lenders pro rata on the basis of their then-applicable Tranche B-1 Term Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages with respect to the applicable Class. Each Borrowing of Incremental Term Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental Term Loan Commitments for such the applicable Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for such the applicable Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for such the applicable Class. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender, severally and not jointly, shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder, and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Loan Documents shall not release any Person from performance of its obligations under any Credit Document.

Pro Rata Borrowings. Each Borrowing All Borrowings of Initial Term Loans under this Agreement shall be granted incurred by the Initial Term Lenders pro rata Borrower from the Banks PRO RATA on the basis of their then-applicable Initial A Term Loan Commitments. Each Borrowing of Tranche Commitments (and after the termination thereof, A Term Loans), B Term Loan Commitment (and after the termination thereof, B Term Loans) and C Term Loan Commitment (and after the termination thereof, C Term Loans). All Borrowings of Revolving Loans under this Agreement shall be granted incurred by the Tranche B Term Lenders pro rata Borrower from the Banks PRO RATA on the basis of their then-applicable Tranche B Term Revolving Loan Commitments, as the case may be, PROVIDED that all Borrowings of Revolving Loans made pursuant to a Mandatory Borrowing shall be incurred from the XX Xxxxx PRO RATA on the basis on their Revolving Percentages. Each Borrowing All Tranche 2 Revolving Loans shall be converted into Tranche 2 Converted Term Loans on the Tranche 2 Conversion Date PRO RATA on the basis of each Bank's Tranche 2 Revolving Loan Commitment and, following the Tranche 2 Conversion Date, all Borrowings of Tranche B-1 2 Converted Term Loans shall be incurred by the Borrower from the Banks PRO RATA on the basis of their Tranche 2 Converted Term Loans. All Borrowings of Tranche 3 Revolving Loans under this Agreement shall be granted incurred by the Tranche B-1 Term Lenders pro rata Borrower from the Banks PRO RATA on the basis of their then-applicable Tranche B-1 Term 3 Revolving Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages with respect to the applicable Class. Each Borrowing of Incremental Term Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental Term Loan Commitments for such Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for such Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for such Class. It is understood that (a) no Lender Bank shall be responsible for any default by any other Lender in Bank of its obligation to make Loans hereunder and that each Lender, severally and not jointly, Bank shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender Bank to fulfill its commitments hereunder, and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligations under any Credit Document."

Pro Rata Borrowings. Each Borrowing of 2017 Initial Tranche A Term Loans or 2019 Extended Tranche A Term Loans under this Agreement shall be granted by the 2017 Initial Tranche A Term Lenders or the 2019 Extended Tranche A Term Lenders, as applicable, pro rata on the basis of their then-applicable 2017 Initial Tranche A Term Loan Commitments or 2019 Extended Tranche A Term Loan Commitments, respectively, and each Borrowing of Initial Tranche B Term Loans, 0000 Xxxxxxx X Term Loans, 0000 Xxxxxxx X Term Loans and 0000 Xxxxxxx X Term Loans under this Agreement shall be granted by the Initial Tranche B Term Lenders, the 0000 Xxxxxxx X Lenders, the 0000 Xxxxxxx X Lenders and the 0000 Xxxxxxx X Lenders, as applicable, pro rata on the basis of their then-applicable Initial Term Loan Commitments. Each Borrowing of Tranche B Term Loans under this Agreement shall be granted by the Tranche B Term Lenders pro rata on the basis of their then-applicable Tranche B Term Loan Commitments. Each Borrowing of Tranche B-1 Term Loans under this Agreement shall be granted by the Tranche B-1 Term Lenders pro rata on the basis of their then-applicable Tranche B-1 , 0000 Xxxxxxx X Term Loan Commitments, 2021 Tranche B Term Loan Commitments and 0000 Xxxxxxx X Term Loan Commitments, respectively. Each Borrowing of Revolving Credit Loans under this Agreement shall be granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages with respect to the applicable Class. Each Borrowing of Incremental Term Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental Term Loan Commitments for such Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for such Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for such Class. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender, severally and not jointly, shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder, and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligations under any Credit Document.

Pro Rata Borrowings. Each Borrowing of Initial Term Loans under this Agreement shall be granted by the Initial Term Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments. Each Borrowing of Tranche B Term Loans under this Agreement shall be granted by the Tranche B Term Lenders pro rata on the basis of their then-applicable Tranche B Term Loan Commitments. Each Borrowing of Tranche B-1 Term Loans under this Agreement shall be granted by the Tranche B-1 Term Lenders pro rata on the basis of their then-applicable Tranche B-1 Term Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages with respect to the applicable Class. Each Borrowing of Incremental Term Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental Term Loan Commitments for such the applicable Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for such the applicable Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for such the applicable Class. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender, severally and not jointly, shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder, and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligations under any Credit Document.

Pro Rata Borrowings. Each Borrowing of Amendment No. 58 Initial Term Loans under this Agreement shall be granted by the Amendment No. 58 Initial Term Lenders pro rata on the basis of their then-applicable Amendment No. 58 Initial Term Loan Commitments. Each Borrowing of Tranche B Term Loans under this Agreement shall be granted by the Tranche B Term Lenders pro rata on the basis of their then-applicable Tranche B Term Loan Commitments. Each Borrowing of Tranche B-1 Term Loans under this Agreement shall be granted by the Tranche B-1 Term Lenders pro rata on the basis of their then-applicable Tranche B-1 Term Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages with respect to the applicable Class. Each Borrowing of Incremental Term Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental Term Loan Commitments for such Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for such Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for such Class. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender, severally and not jointly, shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder, and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligations under any Credit Document.

Pro Rata Borrowings. Each Borrowing of Initial Term Loans under this Agreement shall be granted by the Initial Term Lenders pro rata on the basis of their then-applicable Initial Term Loan Commitments. Each Borrowing of Tranche B Term Loans under this Agreement shall be granted by the Tranche B Term Lenders pro rata on the basis of their then-applicable Tranche B Term Loan Commitments. Each Borrowing of Tranche B-1 Term Loans under this Agreement shall be granted by the Tranche B-1 Term Lenders pro rata on the basis of their then-applicable Tranche B-1 Term Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement shall be granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment Percentages with respect to the applicable Class. Each Borrowing of Incremental Term Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental Term Loan Commitments for such Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving Credit Commitments for such Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments for such Class. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender, severally and not jointly, shall be obligated to make the Loans provided to be made by it LPL – Conformed A&R Credit Agreement hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder, and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Credit Documents shall not release any Person from performance of its obligations under any Credit Document.