Common use of Proportionate Amounts Clause in Contracts

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

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

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

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

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

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

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assigned, except that this clause (iiSection 10.06(b)(ii) shall not (A) apply to rights in respect the Swingline Swing Line Lender’s rights and obligations in respect of Swingline Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities any Facilities on a non-pro rata basis;.

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

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

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to rights in respect the Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among the separate credit facilities provided hereunder on a non-pro rata basis;.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderBank’s Loans and Commitments, and rights and obligations under this Credit Agreement with respect to the Loans or the Commitment thereto, assigned, except that this clause (ii) shall not (A) apply to rights in respect the Swingline LenderBank’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender Bank from assigning all or a portion of its rights and obligations among separate facilities in respect of its Revolving Commitment (and the related Revolving Loans thereunder) on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to rights in respect the Swingline Swing Line Lender’s rights and obligations in respect of Swingline Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities and any facilities provided pursuant the second paragraph of Section 10.01 on a non-pro rata basis;.

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

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

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

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

Proportionate Amounts. (A) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (Ax) apply to rights in respect of Competitive Loans or the Swingline Swing Line Lender’s rights and obligations in respect of Swingline Swing Line Loans or (By) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities Facilities on a non-pro rata basis;

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

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Core Currency Commitment or Individual Currency Commitments assigned, except that this clause (ii) shall not (A) apply to rights in respect the Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities tranches on a non-pro rata basisbasis and this clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assigned, except that this clause (iib) shall not (Ai) apply to rights in respect the Swingline Swing Line Lender’s rights and obligations in respect of Swingline Swing Line Loans or (Bii) prohibit any Lender from assigning all or a portion of its rights and obligations among separate the revolving credit facility and term loan facilities provided for hereunder on a non-pro rata basis;.

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

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderXxxxxx’s rights and obligations under this Credit Agreement and the other Loan Documents with respect to the Loans or and/or the Commitment assigned, except that this clause (iib)(ii) shall not (A) apply to rights in respect the Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities Facilities on a non-pro rata basis;. (iii)

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

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

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

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

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

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

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assignedassigned and must, in compliance with the provisions of Section 2.01(d) hereof, be of an equal pro rata share of each Aggregate Credit Exposure of such assigning Lender with respect to each of the Facilities, except that this clause (ii) shall not (A) apply to rights in respect the Swingline Swing Line Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities on a non-pro rata basisSwing Line Loans;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to rights in respect the Swingline Swing Line Lender’s rights and obligations in respect of Swingline Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities the revolving or term loan credit facility hereunder on a non-pro rata basis;

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

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

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

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

Proportionate Amounts. Each partial assignment of any Commitment or Class of Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with in respect to the of such Commitment and Loans or the Commitment assigned, except that this clause (iiSection 10.4(b)(ii) shall not (A) apply to rights in respect the Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities Classes on a non-pro rata basis;.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the applicable Loans or the Commitment assigned, except that this clause (ii) shall not (A1) apply to rights in respect of the Swingline Swing Loan Lender’s rights and obligations in respect of Swingline Swing Loans or (B2) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities any Class of Commitments or Loans or among the Facilities under this Agreement on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderXxxxxx’s rights and obligations under this Credit Agreement with respect to the Loans or and/or the Commitment assigned, except that this clause (iib)(ii) shall not (A) apply to rights in respect the Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities Facilities on a non-pro rata basis;.

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

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to rights in respect the Swingline Swing Line Lender’s 's rights and obligations in respect of Swingline Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities the revolving or term loan credit facility hereunder on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Core Currency Commitment or Individual Currency Commitments assigned, except that this clause (ii) shall not (A) apply to rights in respect the Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities tranches on a non-pro non‑pro rata basisbasis and this clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (Ax) apply to rights in respect the Swingline of any Swing Line Lender’s rights and obligations in respect of Swingline Loans or Swing Line Loan made by such Swing Line Lender and (By) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities Facilities on a non-pro rata basis;.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderXxxxxx’s rights and obligations under this Credit Agreement with respect to the Loans or the Revolving Commitment assigned, except that this clause (ii) shall not (A) apply to rights in respect the any Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among its separate facilities revolving commitments (and the revolving loans relating thereto) on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assigned, except that this clause (iiSection 10.06(b)(ii) shall not (A) apply to rights in respect the Swingline Swing Line Lender’s rights and obligations in respect of Swingline Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities any Facilities on a non-pro rata basis;;

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

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

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

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderXxxxxx’s rights and obligations under this Credit 152 Agreement and the other Loan Documents with respect to the Loans or and/or the Commitment assigned, except that this clause (iib)(ii) shall not (A) apply to rights in respect the Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities Facilities on a non-pro rata basis;.

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

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

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to rights in respect the Swingline Swing Line Lender’s rights and obligations in respect of Swingline Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities Facilities on a non-pro rata basis;; 138

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

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

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

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Revolving Commitment assigned, except that this clause (ii) shall not (A) apply to rights in respect the any Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among its separate facilities revolving commitments (and the revolving loans relating thereto) on a non-pro rata basis;; (iii)

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

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to rights in respect the Swingline Swing Line Lender’s rights and obligations in respect of Swingline Loans Swing Line Loans, or (B) prohibit any Lender from assigning all or a any portion of its rights and obligations among separate facilities with respect to its Tranche A Commitment and its Tranche A-1 Commitment on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement and the other Loan Documents with respect to the Loans or and/or the Commitment assigned, except that this clause (ii) shall not (A) apply to rights in respect the Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities Facilities on a non-pro rata basis;. 150

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to rights in respect the Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among its separate facilities Revolving Commitment and Term Loan Commitment on a non-pro rata basis;; 107

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to rights in respect of Bid Loans or the Swingline Swing Line Lender’s rights and obligations in respect of Swingline Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities Classes on a non-pro rata basis;. 193

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

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

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

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the applicable Loans or the Commitment assigned, except that this clause (ii) shall not (A1) apply to rights in respect of the Swingline Swing Loan Lender’s rights and obligations in respect of Swingline Swing Loans or (B2) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities any Class of 264 Commitments or Loans or among the Facilities under this Agreement on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assignedApplicable Facility, except that this clause (ii) shall not (A) apply to rights in respect the Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities the Applicable Facilities on a non-pro rata basisbasis or (B) apply to rights in respect of Swing Line Loans;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit ‑115‑ Agreement with respect to the Loans or the Commitment Commitments assigned, except that this clause (ii) shall not (A) not apply to rights in respect the Swingline Swing Line Lender’s rights and obligations in respect of Swingline Swing Line Loans or (B) not prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities Facilities on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans loans or the Commitment commitment assigned, except that this clause (ii) shall not (A) apply to rights in respect the Swingline Swing Line Lender’s rights and obligations in respect of Swingline Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities in respect of its revolving commitments (and related revolving loans and obligations thereunder) on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under -130- BOI-39221v8 this Credit Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to rights in respect the Swingline Swing Line Lender’s rights and obligations in respect of Swingline Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities Facilities on a non-pro rata basis;

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

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

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

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

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement and the other Loan Documents with respect to the Loans or and/or the Commitment assigned, except that this clause (iiSection 11.06(b)(ii) shall not (A) apply to rights in respect the Swingline Lender’s rights and obligations in respect of Swingline Loans Loans, or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities Facilities on a non-pro rata basis;. 148

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Credit Agreement with respect to the a particular Class of Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to rights in respect the Swingline Lender’s 's rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate credit facilities on a non-pro rata basis);

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderXxxxxx’s rights and obligations under this Credit Agreement and the other Loan Documents with respect to the Loans or and/or the Commitment assigned, except that this clause (iib)(ii) shall not (A) apply to rights in respect the Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities Facilities on a non-pro rata basis;. 190

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all of the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assignedAgreement, except that this clause (ii) shall not (Ax) be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans or (y) apply to rights in respect the Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities on a non-pro rata basisLoans;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assigned, except that this clause subsection (iib) shall not (Ai) apply to rights in respect the Swingline Swing Line Lender’s rights and obligations in respect of Swingline Swing Line Loans or (Bii) prohibit any Lender from assigning all or a portion of its rights and obligations among separate the revolving credit facility and term loan facilities provided for hereunder on a non-pro rata basis;.

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

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement and the other Loan Documents with respect to the Loans or and/or the Commitment assigned, except that this clause (iib)(ii) shall not (A) apply to rights in respect the Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities Facilities on a non-pro rata basis;. 121

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to rights in respect the Swingline Swing Line Lender’s rights and obligations in respect of Swingline Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities and any facilities provided pursuant to the second paragraph of Section 10.01 on a non-pro rata basis;.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to rights in respect the Swingline Swing Line Lender’s rights and obligations in respect of Swingline Swing Line Loans or (B) prohibit any Lender from assigning all or a any portion of its rights and obligations among separate facilities with respect to its Tranche A Commitment and its Tranche A-1 Commitment on a non-pro rata basis;

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, and rights and obligations under this Credit Agreement with respect to the Loans or the Commitment thereto, assigned, except that this clause (ii) shall not (A) apply to rights in respect the Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities on a non-pro rata basisin respect of its Revolving Commitment (and the related Revolving Loans thereunder);

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement and the other Loan Documents with respect to the Loans or and/or the Commitment assigned, except that this clause (iib)(ii) shall not (A) apply to rights in respect the Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities Facilities on a non-pro rata basis;. 127

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

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

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

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

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderBank’s Loans and Commitments, and rights and obligations under this Credit Agreement with respect to the Loans or the Commitment thereto, assigned, except that this clause (ii) shall not (A) apply to rights in respect the Swingline LenderBank’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender Bank from assigning all or a portion of its rights and obligations among separate facilities in respect of its Commitments (and the related Loans thereunder) on a non-pro rata basis;. (iii)

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

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Commitment assignedassigned under the relevant facility, except that this clause (ii) shall not (A) apply to rights in respect the Swingline Swing Line Lender’s rights and obligations in respect of Swingline Loans Swing Line Loans, or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate facilities under this Agreement on a non-pro rata basis;.

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