Common use of Pro Rata Treatment Clause in Contracts

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fees under Section 2.11 shall be made for the account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee fees under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their the respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class and shall be allocated pro rata among the applicable Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), (ii) each payment of commitment fees under Section 2.11 shall be made for account of the Revolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments under Section 2.08 shall be applied to the Revolving Credit Commitments, pro rata according to the respective Revolving Credit Commitments of the Revolving Credit Lenders; (iii) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the respective unpaid principal amounts of the Syndicated Loans of such Class held by themsuch Lenders; and (iv) each payment of interest on Syndicated Loans of a any Class by the Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 2.07 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fee under Section 2.10 shall be made for account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: herein (including, without limitation, pursuant to transactions contemplated by Section 2.18, 2.19, 2.20, 2.21 or 9.04(b)(v)): (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassLenders, each payment of commitment fee under Section 2.11 2.09 shall be made for account of the Lenders of the applicable ClassRevolving Lenders, and each termination or reduction of the amount of the Revolving Commitments of a Class under Section 2.08 2.06 shall be applied to the respective Revolving Commitments of the Lenders of such ClassRevolving Lenders, pro rata according to the amounts of their respective Revolving Commitments of such the applicable Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their the respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class and shall be allocated pro rata among the applicable Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), (ii) each payment of commitment fees under Section 2.11 shall be made for account of the Revolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments under Section 2.08 shall be applied to the Revolving Credit Commitments, pro rata according to the respective Revolving Credit Commitments of the Revolving Credit Lenders; (iii) each payment or prepayment of principal of Syndicated Loans of a any Class by the any Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the respective unpaid principal amounts of the Syndicated Loans of such Class held by themsuch Lenders; and (iv) each payment of interest on Syndicated Loans of a any Class by the any Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Syndicated Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 hereof shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.04 hereof in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.03 hereof shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (iib) each Syndicated Borrowing the making, Conversion and Continuation of Loans of a particular Type and Class (other than Conversions provided for by Section 5.04 hereof) shall be allocated made pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions Conversions and continuations Continuations of Loans); (iiic) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower Company shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivd) each payment of interest on Syndicated any Loans of a any Class by the Borrower Company shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided hereinherein each Lender agrees that: (i) each Syndicated Borrowing of a Class borrowing from the Lenders under Section 2.01 and each continuation and conversion under Section 2.02 shall be made from the Lenders of such Classpro rata in accordance with their Percentage Share, each payment of commitment fee fees under Section 2.11 Sections 2.04(a), 2.04(b), and 2.04(c)(i) shall be made for account of the Lenders of the applicable Classpro rata in accordance with their Percentage Share, and each termination or reduction of the amount of the Commitments of a Class Aggregate Maximum Revolving Credit Amounts under Section 2.08 2.03(b) shall be applied to the respective Commitments Commitment of the Lenders of such Classeach Lender, pro rata according to the amounts of their its respective Commitments of such ClassCommitment; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts amount of the Syndicated Loans of such Class held by themthe Lenders; and (iviii) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; and (iv) each reimbursement by the Borrower of disbursements under Letters of Credit shall be made for account of the Issuing Bank or, if funded by the Lenders, pro rata for the account of the Lenders, in accordance with the amounts of reimbursement obligations due and payable to each respective Lender.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fees under Section 2.11 shall be made for the account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest on Syndicated Loans of a Class of Commitments or Maturity Date by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class (including of a particular Series of Incremental Term Loans) shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.09 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class (including of a particular Series of Incremental Term Loans) under Section 2.08 2.06 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of any Class (including of a Class particular Series of Incremental Term Loans) shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment by the Borrower of principal of Syndicated Loans of a particular Class by the Borrower (including of a particular Series of Incremental Term Loans) shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest by the Borrower of interest on Syndicated Loans of a particular Class by the Borrower (including of a particular Series of Incremental Term Loans) shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments Subcommitments of a Class under Section 2.08 2.07 shall be applied to the respective Commitments Subcommitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments Subcommitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments Subcommitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fees under Section 2.10 shall be made by the applicable Borrower for the account of the Lenders pro rata according to the average daily unutilized amounts of their respective Subcommitments with respect to such Borrower; (iv) each payment or prepayment by the applicable Borrower of principal of Syndicated Loans of a Class by the made to such Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest by the applicable Borrower on Syndicated Loans of a Class by the made to such Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Syndicated Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 hereof shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.05 hereof in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.04 hereof and under Section 2.10(e) hereof shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (iib) each Syndicated Borrowing the making, Conversion and Continuation of Series A Loans and Series B Loans of a Class particular Type (other than Conversions provided for by Section 5.04 hereof) shall be allocated made pro rata among the relevant Lenders of such Class according to the amounts of their respective Series A and Series B Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Series A and Series B Loans of such Class that are to be included in such Borrowing (in the case of conversions Conversions and continuations Continuations of Loans)) and the then current Interest Period for each Eurodollar Loan shall be coterminous; (iiic) each payment or prepayment of principal of Syndicated Series A Loans of a Class or Series B Loans by the Borrower Company shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivd) each payment of interest on Syndicated Series A Loans of a Class and Series B Loans by the Borrower Company shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 2.07 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such the Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fees under Section 2.10 shall be made for account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their the respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class and shall be allocated pro rata among the applicable Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), (ii) each payment of commitment fees under Section 2.14 shall be made for account of the Revolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments under Section 2.11 shall be applied to the Revolving Credit Commitments, pro rata according to the respective Revolving Credit Commitments of the Revolving Credit Lenders; (iii) each payment or prepayment of principal of Syndicated Loans of a any Class by the any Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the respective unpaid principal amounts of the Syndicated Loans of such Class held by themsuch Lenders; and (iv) each payment of interest on Syndicated Loans of a any Class by the any Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the amounts of interest on such Loans of such Class then due and payable to such Lenders. Amounts prepaid on account of the respective LendersTerm Loans may not be reborrowed.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Classrelevant Revolving Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Loans, Tranche A Term Loans, Tranche B Term Loans of a Class and Incremental Term Loans by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Revolving Loans, Tranche A Term Loans, Tranche B Term Loans of a Class and Incremental Term Loans by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassClass of Commitments, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments; (ii) each Syndicated Borrowing of a Class of Commitments shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments by the Borrower shall be made for account of the Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments by the Borrower shall be made for account of the Lenders of such Class of Commitments pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided hereinherein as of the Closing Date: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their the respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class and shall be allocated pro rata among the applicable Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), (ii) each payment of commitment fees under Section 2.13 shall be made for account of the Revolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments under Section 2.10 shall be applied to the Revolving Credit Commitments, pro rata according to the respective Revolving Credit Commitments of the Revolving Credit Lenders; (iii) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower Borrowers shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the respective unpaid principal amounts of the Syndicated Loans of such Class held by themsuch Lenders; and (iv) each payment of interest on Syndicated Loans of a any Class by the Borrower Borrowers shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the amounts of interest on such Loans of such Class then due and payable to such Lenders. Amounts prepaid on account of the respective LendersTerm Loans may not be reborrowed.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee a Commitment Fee under Section 2.11 2.10(a) in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.07 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata among the relevant Lenders according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided hereinherein as of the Third Amendment Effective Date: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their the respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class and shall be allocated pro rata among the applicable Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), (ii) each payment of commitment fees under Section 2.13 shall be made for account of the Revolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments under Section 2.10 shall be applied to the Revolving Credit Commitments, pro rata according to the respective Revolving Credit Commitments of the Revolving Credit Lenders; (iii) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the respective unpaid principal amounts of the Syndicated Loans of such Class held by themsuch Lenders; and (iv) each payment of interest on Syndicated Loans of a any Class by the Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the amounts of interest on such Loans of such Class then due and payable to such Lenders. Amounts prepaid on account of the respective LendersTerm Loans may not be reborrowed.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassClass of Commitments, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments; (ii) each Syndicated Borrowing of a Class of Commitments shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments by the Borrower shall be made for account of the Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments by the Borrower shall be made for account of the Lenders of such Class of Commitments pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of, or conversions of Loans in, a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a particular Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective unpaid principal amount of Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (ii) each payment of commitment fees under Section 2.11 in respect of Revolving Credit Commitments and each payment of Letter of Credit participation fees under Section 2.11 shall be made for account of the Revolving Credit Lenders on a pro rata basis, (iii) each payment of commitment fees under Section 2.11 in respect of Initial Term Commitments shall be made for account of the applicable Initial Term Lenders, (iv) each payment of commitment fees under Section 2.11 in respect of Delayed Draw Term Commitments shall be made for account of the applicable Delayed Draw Term Lenders, (v) each termination or reduction of the amount of the Commitments of a particular Class under Section 2.8 shall be applied to the respective Commitments of such Class of the relevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (vi) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower Borrowers shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivvii) each payment of interest on Syndicated Loans of a any Class by the Borrower Borrowers shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such the Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Revolving Credit Agreement Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans of a Class and Term Loans by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Revolving Credit Loans of a Class and Term Loans by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class (including of a particular Series of Incremental Term Loans) shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee fees under Section 2.11 2.12 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class (including of a particular Series of Incremental Term Loans) under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of any Class (including of a Class particular Series of Incremental Term Loans) shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment by the Borrower of principal of Syndicated Loans of a particular Class by the Borrower (including of a particular Series of Incremental Term Loans) shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment by the Borrower of interest on Syndicated Loans of a particular Class by the Borrower (including of a particular Series of Incremental Term Loans) shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments (or, in the case of any Borrowing of Revolving Credit Loans, their respective Available Revolving Credit Commitments) of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans, Term Loans of and Incremental Term Loans by a Class by the Borrower shall be made for the account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Revolving Credit Loans, Term Loans of and Incremental Term Loans by a Class by the Borrower shall be made for the account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of a commitment fee under Section 2.11 2.10 in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.07 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata among the relevant Lenders according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Syndicated Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.04 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.03 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (iib) each Syndicated Borrowing except as otherwise provided in Section 5.04, Eurodollar Loans of a any Class having the same Interest Period shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Revolving Credit Commitments of such Class and Term Loan Commitments (in the case of the making of Syndicated Loans) or their respective Revolving Credit Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Term Loans); (iiic) each payment or prepayment of principal of Syndicated Revolving Credit Loans of a Class and Term Loans by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivd) each payment of interest on Syndicated Revolving Credit Loans of a Class and Term Loans by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, Class and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fees under Section 2.11 shall be made for the account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee fees under Section 2.11 shall be made for the account of the Lenders of the applicable Class, pro rata according to the average daily unutilized amounts of the respective Commitments, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) [reserved]; (iv) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee fees under Section 2.11 in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans of and Term Loans by a Class by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Revolving Credit Loans of and Term Loans by a Class by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of Loans of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee unused fees under Section 2.11 in respect of Commitments of a particular Class shall be made for the account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of Loans of a particular Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans of a Class or Term Loans by the Borrower shall be made for the account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Revolving Credit Loans of or Term Loans by a Class by the Borrower shall be made for the account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.09 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.06 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans of a Class and Term Loans by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Revolving Credit Loans of a Class and Term Loans by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment facility fee or participation fee under Section 2.11 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans of a any Class by the a Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Revolving Credit Loans of a any Class by the a Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 (other than any reduction of the Commitments on the Amendment No. 1 Effective Date as set forth in Schedule I to Amendment No. 1) shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class (including of a particular Series of Incremental Term Loans) shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.09 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class (including of a particular Series of Incremental Term Loans) under Section 2.08 2.06 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of any Class (including of a Class particular Series of Incremental Term Credit Agreement Loans) shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment by the Borrower of principal of Syndicated Loans of a particular Class by the Borrower (including of a particular Series of Incremental Term Loans) shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest by the Borrower of interest on Syndicated Loans of a particular Class by the Borrower (including of a particular Series of Incremental Term Loans) shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee fees under Section 2.11 2.09 in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.06 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Tranche A Loans, Tranche B Loans, Tranche C Loans, Tranche D Loans of a Class and Revolving Loans by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Tranche A Loans, Tranche B Loans, Tranche C Loans, Tranche D Loans of a Class and Revolving Loans by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class (including of a particular Series of Incremental Term Loans) shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class (including of a particular Series of Incremental Term Loans) under Section 2.08 2.07 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of any Class (including of a Class particular Series of Incremental Term Loans) shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment by the Borrower of principal of Syndicated Loans of a particular Class by the Borrower (including of a particular Series of Incremental Term Loans) shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment by the Borrower of interest on Syndicated Loans of a particular Class by the Borrower (including of a particular Series of Incremental Term Loans) shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.. Revolving Credit Agreement

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class (including of a particular Series of Incremental Loans) shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.12 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class (including of a particular Series of Incremental Loans) under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of any Class (including of a Class particular Series of Incremental Loans) shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment by the Borrower of principal of Syndicated Loans of a particular Class by the Borrower (including of a particular Series of Incremental Loans) shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment by the Borrower of interest on Syndicated Loans of a particular Class by the Borrower (including of a particular Series of Incremental Loans) shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Revolving Credit Agreement Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: herein (including in Section 2.10(a)(ii)): (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of facility fee and commitment fee under Section 2.11 2.12 in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.09 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Loans, Tranche I Term Loans, Tranche II Term Loans of a Class and Tranche III Term Loans by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Revolving Loans, Tranche I Term Loans, Tranche II Term Loans of a Class and Tranche III Term Loans by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of 65 Revolving Credit Agreement the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassClass of Commitments, each payment of commitment fee under Section 2.11 2.10 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of the applicable Classrespective Class of Commitments, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.08 2.07 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments; (ii) each Syndicated Borrowing of a Class of Commitments shall be allocated pro rata among the Lenders of such Class of Commitment according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Syndicated Borrowing borrowing of a Loans of either Class from the Lenders under Section 2.01 hereof shall be made from the Lenders holding Commitments of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Revolving Credit Commitments of a Class under Section 2.08 2.03 hereof, shall be applied to the respective Commitments of such Class of the Lenders ratably in accordance with the amounts of their respective Commitments of such Class, (b) each payment of a commitment fee under Section 2.04 hereof in respect of Commitments of either Class shall be made for account of the Lenders pro rata according to the amounts of their respective Commitments of such Class; (iic) each Syndicated Borrowing the making, Conversion and Continuation of Loans of a particular Type of either Class (other than Conversions provided for by Section 5.04 hereof) shall be allocated made pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions Conversions and continuations Continuations of Loans)) and the then current Interest Period for each Loan of such Class and such Type shall be coterminous; (iiid) each payment or prepayment of principal of Syndicated Loans of a either Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ive) each payment of interest on Syndicated Loans of a either Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Syndicated Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 hereof shall be made from the Lenders of such Classrelevant Lenders, each payment of the commitment fee under Section 2.11 2.09 hereof shall be made for account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.03 hereof shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (iib) each Syndicated Borrowing the making, Conversion and Continuation of Loans of a particular Class and a particular Type (other than Conversions provided for by Section 5.04 hereof) shall be allocated made pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions Conversions and continuations Continuations of Loans)) and the then current Interest Period for each Loan of such Class and Type shall be coterminous; (iiic) each payment or prepayment of principal of Syndicated Loans of a particular Class by the Borrower Company shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivd) each payment of interest on Syndicated Loans of a particular Class by the Borrower Company shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of, or conversions of Loans in, a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a particular Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); , (ii) each payment of commitment fees under Section 2.11 in respect of Revolving Credit Commitments and each payment of Letter of Credit participation fees under Section 2.11 shall be made for account of the Revolving Credit Lenders, (iii) each payment of commitment fees under Section 2.11 in respect of Delayed Draw Term Loan Commitments shall be made for account of the Delayed Draw Term Loan Lenders (iv) each termination or reduction of the amount of the Commitments of a particular Class under Section 2.8 shall be applied to the respective Commitments of such Class of the relevant Lenders, pro rata according to the amounts of their respective Commitments of such Class, (v) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; , and (ivvi) each payment of interest on Syndicated Loans of a any Class by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such the Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassClass of Commitments, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments, pro rata according to the amounts of 77 Revolving Credit Agreement their respective Commitments of such ClassClass of Commitments; (ii) each Syndicated Borrowing of a Class of Commitments shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments by the Borrower shall be made for account of the Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments by the Borrower shall be made for account of the Lenders of such Class of Commitments pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassClass of Commitments, each payment of commitment fee under Section 2.11 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of the applicable Classrespective Class of Commitments, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments; (ii) each Syndicated Borrowing of a Class of Commitments shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with 90 Revolving Credit Agreement the amounts of interest on such Loans of such Class of Commitments then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.09 in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.06 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Facility Loans, Term A Facility Loans of a Class and Term B Facility Loans by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Revolving Credit Facility Loans, Term A Facility Loans of a Class and Term B Facility Loans by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) subject to Section 2.03(c), each Syndicated Borrowing of a Class shall be made from the relevant Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 2.09 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their respective Commitments of such ClassCommitments; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the relevant Lenders of such Class to the Company according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower Company shall be made for the account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class made to the Company held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower Company shall be made for the account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders and (v) each payment of such Class facility fees under Section 2.12 shall be made for the account of the Lenders pro rata in accordance with the amounts of facility fees then due and payable to the respective Lenders; provided that if pro rata share is being determined with respect to a Class of Commitments or Loans, then the numerator and denominator shall be determined with respect to the Commitments and/or Loans of such Class only.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Syndicated Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 hereof shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.04 hereof in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the CREDIT AGREEMENT Commitments of a particular Class under Section 2.08 2.03 hereof shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (iib) each Syndicated Borrowing the making, Conversion and Continuation of Loans of a particular Type and Class (other than Conversions provided for by Section 5.04 hereof) shall be allocated made pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions Conversions and continuations Continuations of Loans); (iiic) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower Company shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivd) each payment of interest on Syndicated any Loans of a any Class by the Borrower Company shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.10 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.07 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans of a Class and Term Loans by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Credit Agreement Revolving Credit Loans of a Class and Term Loans by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassClass of 90 Commitments, each payment of commitment fee under Section 2.11 shall be made for the account of the Lenders pro rata according to the average daily unutilized amounts of the applicable Classrespective Class of Commitments, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments; (ii) each Syndicated Borrowing of a Class of Commitments shall be allocated pro rata among the Lenders of such Class of Commitment according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments by the Borrower shall be made for the account of the Lenders of such Class of Commitments pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a any Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 2.10 shall be made for account of the Lenders of the applicable ClassRevolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments of a Class under Section 2.08 2.07 shall be applied to the respective Revolving Credit Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their respective Commitments of such ClassRevolving Credit Commitments; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower Company shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a any Class by the Borrower Company shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the 85 748405650 amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fees under Section 2.11 shall be made for the account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided hereinin this Agreement: (ia) each Syndicated Borrowing of a Class Loan shall be made from by the Lenders of such Classunder Section 2.1, each payment of commitment fee fees under Section 2.11 2.10(a) shall be made for the account of the Lenders of the applicable ClassLenders, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 2.12 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the respective unused Commitments; (b) the making of Loans of a particular Type shall be made pro rata among the Lenders holding Loans of such Type according to the amounts of their respective Commitments Commitments, and the Conversion and Continuation of such Class; (ii) each Syndicated Borrowing Loans of a Class particular Type (other than Conversions provided for by Section 4.4) shall be allocated pro rata made among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective holding Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class Type pro rata in accordance with the respective unpaid principal amounts of the Syndicated such Loans of such Class held by themsuch Lenders; and (ivc) each payment and prepayment by the Borrower of principal of or interest on Syndicated (i) Loans of a Class by the Borrower particular Type shall be made to the Administrative Agent for the account of the Lenders holding Loans of such Class Type pro rata in accordance with the respective unpaid principal amounts of interest on such Loans of held by such Class then due and payable Lenders, (ii) Loans constituting the Revolving Loan Portion shall be made to the respective Lenders.Administrative Agent for the account of the Lenders holding such Loans pro rata in accordance with their Commitment Percentages, and (iii) Loans constituting the Amortizing Loan Portion shall be made to the Administrative Agent for the account of the Lenders holding such Loans pro rata in accordance with their Amortizing Loan Portion Percentages; (d)

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such ClassClass of Commitments, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class of Commitments under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassClass of Commitments, pro rata according to the amounts of their respective Commitments of such ClassClass of Commitments; (ii) each Syndicated Borrowing of a Class of Commitments shall be allocated 66 Revolving Credit Agreement pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class of Commitments by the Borrower shall be made for account of the Lenders of such Class of Commitments pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class of Commitments held by them; and (iv) each payment of interest on Syndicated Loans of a Class of Commitments by the Borrower shall be made for account of the Lenders of such Class of Commitments pro rata in accordance with the amounts of interest on such Loans of such Class of Commitments then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: , (ia) each borrowing of Syndicated Borrowing Loans of a particular Class from the Banks under Section 2.01 hereof shall be made from the Lenders Banks of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 2.04 hereof shall be applied to the respective Commitments of the Lenders Banks of such Class, pro rata according to the amounts of their respective Commitments of such ClassCommitments; (iib) each Syndicated Borrowing except as otherwise provided in Section 5.04 hereof, Eurocurrency Loans of a Class having the same Interest Period shall be allocated pro rata among the Lenders Banks of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Eurocurrency Loans) or their respective Eurocurrency Loans of having such Class that are to be included in such Borrowing Interest Period (in the case of conversions Conversions and continuations Continuation of Eurocurrency Loans); (iiic) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower Borrowers shall be made for account of the Lenders Banks of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivd) each payment of interest on Syndicated Loans of a such Class by the Borrower Borrowers shall be made for account of the Lenders Banks of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective LendersBanks and (e) each payment of fees under Section 2.05 hereof shall be made for account of the Banks entitled thereto, pro rata according to the amounts of their respective Commitments (or their respective Credit Exposure, as applicable).

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 2.07 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such the Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fee under Section 2.10 shall be made for account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class Revolving Credit Loans, the Term Loan A and the Term Loan B by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class Revolving Credit Loans, the Term Loan A and the Term Loan B by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 hereof shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.10 hereof in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.03 hereof shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing Eurodollar Loans of a any Class having the same Interest Period shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment by the Borrower of principal of Syndicated Loans of a particular Class by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment by the Borrower of interest on Syndicated Loans of a particular Class by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; and (v) each payment by the Borrower of participation fees in respect of Letters of Credit shall be made for the account of the Revolving Credit Lenders pro rata in accordance with the amount of participation fees then due and payable to the Revolving Credit Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans, Term Loans of a Class and Incremental Loans by the Borrower Borrowers shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Revolving Credit Loans, Term Loans of a Class and Incremental Loans by the Borrower Borrowers shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans 63 Revolving Credit Agreement US-DOCS\81066382.481066382.11 #4821-5428-0772 of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 hereof shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.10 hereof in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.03 hereof shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing Eurodollar Loans of a any Class having the same Interest Period shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of or such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment by the Borrower of principal of Syndicated Loans of a particular Class by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment by the Borrower of interest on Syndicated Loans of a particular Class by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.CREDIT AGREEMENT

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of Loans of a particular Class (including of a particular Series of Incremental Loans) shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.10 in respect of Commitments of a particular Class (including of a particular Series of Incremental Loans) shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class (including of a particular Series of Incremental Loans) under Section 2.08 2.07 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of Loans of a particular Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a particular Class (including of a particular Series of Incremental Loans) by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a particular Class (including of a particular Series of Incremental Loans) by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Syndicated Borrowing borrowing of a Loans of either Class from the Lenders under SECTION 2.01 hereof shall be made from the Lenders holding Commitments of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Revolving Credit Commitments of a Class under Section 2.08 SECTION 2.03 hereof, shall be applied to the respective Commitments of such Class of the Lenders ratably in accordance with the amounts of their respective Commitments of such Class, (b) each payment of a commitment fee under SECTION 2.04 hereof in respect of Commitments of either Class shall be made for account of the Lenders pro rata according to the amounts of their respective Commitments of such Class; (iic) each Syndicated Borrowing the making, Conversion and Continuation of Loans of a particular Type of either Class (other than Conversions provided for by SECTION 5.04 hereof) shall be allocated made pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions Conversions and continuations Continuations of Loans)) and the then current Interest Period for each Loan of such Class and such Type shall be coterminous; (iiid) each payment or prepayment of principal of Syndicated Loans of a either Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ive) each payment of interest on Syndicated Loans of a either Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fee under Section 2.11 shall be made for the account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class (including of a particular Series of Incremental Term Loans) shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.10 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class (including of a particular Series of Incremental Term Loans) under Section 2.08 2.07 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of any Class (including of a Class particular Series of Incremental Term Loans) shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a particular Class (including of a particular Series of Incremental Term Loans) by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a particular Class (including of a particular Series of Incremental Term Loans) by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 2.07 shall be applied to the respective Commitments of the Lenders of such Revolving Credit Agreement Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fee under Section 2.10 shall be made for account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Syndicated Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 hereof shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.04 hereof in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.03 hereof shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (iib) each Syndicated Borrowing the making, Conversion and Continuation of Loans of a particular Type and Class (other than Conversions provided for by Section 5.04 hereof) shall be allocated made pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions Conversions and continuations Continuations of Loans); (iiic) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower Company shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivd) each payment of interest on Syndicated any Loans of a CREDIT AGREEMENT any Class by the Borrower Company shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee feefees under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 (other than any reduction of the Multicurrency Revolving Commitments on the Amendment Effective Date as set forth on Schedule I as contemplated by Amendment No. 1) shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Amended and Restated Credit Agreement Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Syndicated Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Syndicated Lenders of such Class pro rata in accordance with the amounts of interest on such Syndicated Loans of such Class then due and payable to the respective Lenders.;

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing and Advance of a particular Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their the respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class and shall be allocated pro rata among the applicable Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing and Advance (in the case of conversions and continuations of Loans), (ii) each payment of unused fees under Section 3.05 shall be made for account of the Revolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments under Section 2.07 shall be applied to the Revolving Credit Commitments, pro rata according to the respective Revolving Credit Commitments of the Revolving Credit Lenders; (iii) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the respective unpaid principal amounts of the Syndicated Loans of such Class held by themsuch Lenders; and (iv) each payment of interest on Syndicated Loans of a any Class by the Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of Loans of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee unused fees under Section 2.11 in respect of Commitments of a particular Class shall be made for the account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their Credit Agreement respective Commitments of such Class; (ii) each Syndicated Borrowing of Loans of a particular Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans of a Class or Term Loans by the Borrower shall be made for the account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Revolving Credit Loans of or Term Loans by a Class by the Borrower shall be made for the account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Syndicated Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 hereof shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.04 hereof in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.03 hereof shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (iib) each Syndicated Borrowing except as otherwise provided in Section 5.04 hereof, Eurodollar Loans of a particular Class having the same Interest Period shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated LoansLoans of such Class) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions Conversions and continuations Continuations of LoansLoans of such Class); (iiic) each payment or prepayment of principal of Syndicated Loans of a particular Class by the Borrower Company shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivd) each payment of interest on Syndicated Loans of a particular Class by the Borrower Company shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (ia) each Syndicated Borrowing of a Class borrowing from Lenders under Sections 2.01 shall be made from the applicable Lenders of in such Class, each payment of commitment fee the fees under Section 2.11 Sections 2.09(a) shall be made for the account of the applicable Lenders of the applicable in such Class, and each termination or reduction of the amount of the any Commitments under Section 2.07 of a given Class under Section 2.08 shall be applied to the respective Commitments of the applicable Lenders of in such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iiib) each payment or prepayment of principal of Syndicated Loans of a any Class by the Borrower shall be made for the account of the applicable Lenders of in such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class Class, held by them; and (ivc) each payment of interest on Syndicated (x) Tranche A Term Loans of a Class by the Borrower shall be made for the account of the Tranche A Term Facility Lenders of such Class pro rata in accordance with the amounts of interest on such Tranche A Term Loans of such Class then due and payable to the respective Tranche A Term Facility Lenders and (y) Tranche B Term Loans shall be made for the account of the Tranche B Term Facility Lenders pro rata in accordance with the amounts of interest on such Tranche B Term Loans then due and payable to the respective Tranche B Term Facility Lenders; and (d) the conversion and continuation of Loans of a particular Type and Class (other than conversions provided for by Sections 3.04(c) and 3.07) shall be made pro rata among the Lenders according to the amounts of their respective Loans of such Class and the then current Interest Period for each Lender’s portion of each such Loan of such Type and Class shall be coterminous.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a any Class shall be allocated pro rata among the relevant Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Revolving Credit Loans of a Class and Term Loans by the Borrower Borrowers shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid Credit Agreement principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Revolving Credit Loans of a Class and Term Loans by the Borrower Borrowers shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or 701007202 11262547 58 Revolving Credit Agreement prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 2.07 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fee under Section 2.10 shall be made for account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance Revolving Credit Agreement with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (ivv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective such Lenders.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a particular Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such ClassLenders, pro rata according to the amounts of their the respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class and shall be allocated pro rata among the applicable Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans), (ii) each payment of commitment fees under Section 2.14 shall be made for account of the Revolving Credit Lenders, and each termination or reduction of the amount of the Revolving Credit Commitments under Section 2.11 shall be applied to the Revolving Credit Commitments, pro rata according to the respective Revolving Credit Commitments of the Revolving Credit Lenders; (iii) each payment or prepayment of principal of Syndicated Loans of a any Class by the any Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the respective unpaid principal amounts of the Syndicated Loans of such Class held by themsuch Lenders; and (iv) each payment of interest on Syndicated Loans of a any Class by the any Borrower shall be made for account of the applicable Lenders of such Class pro rata in accordance with according to the amounts of interest on such Loans of such Class then due and payable to such Lenders. Amounts prepaid on account of the respective LendersTerm Loans or the Term Loans A-1 may not be reborrowed.

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing of a Class shall be made from the Lenders of such Class, each payment of commitment fee under Section 2.11 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment of interest on Syndicated Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders.. Second Amended and Restated Revolving Credit Agreement

Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Syndicated Borrowing borrowing of Loans of a particular Class from the Lenders under Section 2.01 hereof shall be made from the Lenders of such Classrelevant Lenders, each payment of commitment fee under Section 2.11 2.10 hereof in respect of Commitments of a particular Class shall be made for account of the Lenders of the applicable Classrelevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.08 2.03 hereof shall be applied to the respective Commitments of such Class of the Lenders of such Classrelevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Syndicated Borrowing Eurodollar Loans of a any Class having the same Interest Period shall be allocated pro rata Credit Agreement among the relevant Lenders of such Class according to the amounts of their respective Commitments of or such Class (in the case of the making of Syndicated Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment by the Borrower of principal of Syndicated Loans of a particular Class by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Class held by them; and (iv) each payment by the Borrower of interest on Syndicated Loans of a particular Class by the Borrower shall be made for account of the relevant Lenders of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; and (v) each payment by the Borrower of participation fees in respect of Letters of Credit shall be made for the account of the Revolving Credit Lenders pro rata in accordance with the amount of participation fees then due and payable to the Revolving Credit Lenders.