Borrowings Pro Rata. Except with respect to the making of Swing Loans by the Swing Line Lender, all Revolving Loans hereunder shall be made and LC Participations acquired by each Lender on a pro rata basis based upon each Lender’s Revolving Facility Percentage of the amount of such Revolving Borrowing or Letter of Credit in effect on the date the applicable Revolving Borrowing is to be made or the Letter of Credit is to be issued.

Pro Rata Borrowings. Each Borrowing of Senior Interim Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then-applicable Senior Interim Loan Commitments. It is understood that # no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and # other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under any of the Loan Documents shall not release any Person from performance of its obligation under any Loan Document.

Each borrowing by ​ of Revolving Credit Loans shall be made ratably from ​ in accordance with their Commitment Percentages.

Pro Rata Treatment. Except to the extent otherwise provided herein: # each Borrowing of a Class shall be made from the ​ of such Class, each payment of commitment fees under [Section 2.11] shall be made for account of the ​ 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 ​ of such Class, pro rata according to the amounts of their respective Commitments of such Class; # each Borrowing of a Class shall be allocated pro rata among the ​ of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); # each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the ​ of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and # each payment of interest on Loans of a Class by the Borrower shall be made for account of the ​ 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 ​.

Pro Rata Treatment. Except to the extent otherwise provided in this Agreement: # the making and conversion of Loans shall be made among the Lenders based on their respective Pro Rata Shares as to the Loans and # each payment on account of any Obligations to or for the account of one or more of Lenders in respect of any Obligations due on a particular day shall be allocated among the Lenders entitled to such payments based on their respective Pro Rata Shares and shall be distributed accordingly.

Pro Rata Treatment. Except as required under [Section 3.02] or otherwise in this Agreement, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans, each payment of the Commitment Fees, each reduction of the Term Loan Commitments or Revolving Credit Commitments and each conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type shall be allocated pro rata among ​ within the Tranche or particular Borrowing being paid or prepaid, as the case may be, in accordance with the terms of this Agreement, in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their outstanding Loans). Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole dollar amount.

Pro Rata Distributions. During such time as this Note is outstanding, if the ​ shall declare or make any dividend or other distribution of its assets or rights or warrants to acquire its assets, or subscribe for or purchase any security other than Common Stock, to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Note, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation with respect to the ​ or any other publicly-traded corporation subject to Section 13(d) of the Exchange Act, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation with respect to the ​ or any other publicly-traded corporation subject to Section 13(d) of the Exchange Act).

Pro Rata Vesting. In the event that, prior to the end of the Incentive Cycle, the Employee is transferred to an ineligible position, or the Employee ceases to be an employee by reason of Retirement (as defined in the Plan), death, or Disability (as defined in the Plan), the vested Award will be based on actual results compared to the Performance Objectives at the end of the Incentive Cycle, and multiplied by a fraction whose numerator is the number of months completed in the Incentive Cycle and denominator is 36.

Pro Rata Conversion; Disputes. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in connection with a conversion of this Note, the Borrower shall issue to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with [Section 4.13].

Pro Rata Target Bonus. At the same time (and subject to the same conditions) that an Eligible Executive receives a cash severance payment under [Section 3(a)], the Eligible Executive shall also receive a cash severance payment in an amount equal to a pro rata portion of the Eligible Executive’s target annual incentive award for the year of termination of employment (with such pro rata portion being the portion of the calendar year of termination that has been completed when the Eligible Executive’s employment is terminated).