Tax Proration. Landlord shall, at its expense, use its best efforts to have the Premises separately assessed from any contiguous land which it owns. If the Premises are assessed as part of a larger tax parcel (a “Tax Parcel”), Tenant shall pay to Landlord a proportionate amount of all Taxes attributable to such Tax Parcel and the Building and Improvements thereon in the manner hereinafter provided. When Tenant is required to pay a proportionate share of Taxes to Landlord, the same shall be paid to Landlord within twenty (20) days following receipt of Landlord’s written notification that such taxes and assessments are due. Landlord’s written notification shall be forwarded to Tenant not later than thirty (30) days prior to the date such taxes and assessments shall be due and shall be accompanied by a copy of the tax bill or certificate and such additional information as Tenant may reasonably require to show how Tenant’s proportionate share of such taxes and assessments was calculated, Tenant’s proportionate share of such taxes and assessments shall be determined by Landlord on an equitable basis, considering the respective land areas of the separate parcels which make up the Tax Parcel and the respective leasable areas of any buildings constructed thereon.

Proration Schedule. Seller shall prepare a proposed schedule (the “Proration Schedule”) including the items listed above and any other items the parties determine necessary. Such Proration Schedule shall include all applicable income and expenses with regard to the Property. Seller and Purchaser will use all reasonable efforts to finalize and agree upon the Proration Schedule at least two (2) Business Days prior to Closing.

Proration Procedures. All Term B Loans or Incremental Term B Loans offered in Return Bids (or, if applicable, any component bid thereof) constituting Qualifying Bids equal to the Applicable Threshold Price will be purchased at a purchase price equal to the Applicable Threshold Price; provided, if the aggregate principal amount of all Term B Loans or Incremental Term B Loans for which Qualifying Bids have been submitted in any given Dutch Auction equal to the Applicable Threshold Price would exceed the remaining portion of the Auction Amount (after deducting all Term B Loans or Incremental Term B Loans purchased below the Applicable Threshold Price), the Dutch Auction Purchaser shall purchase the Term B Loans or Incremental Term B Loans for which the Qualifying Bids submitted were at the Applicable Threshold Price ratably based on the respective principal amounts offered and in an aggregate amount up to the amount necessary to complete the purchase of the Auction Amount. For the avoidance of doubt, no Return Bids (or any component thereof) will be accepted above the Applicable Threshold Price.

Proration of Payments. Except as provided in [Section 2.6], if any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise), on account of # principal of or interest on any Loan (but excluding # any payment pursuant to [Section 4.2] or 19.1 and # payments of interest on any Affected Loan) or # its participation in any Letter of Credit in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Section 3Yield Protection24

If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off or otherwise, on account of principal of, interest on or fees in relation to any Loan, but excluding any payment pursuant to [Section 3.1, 3.2, 10.5 or 10.8]8]8]8]) in excess of its applicable Pro Rata Term Loan Share of payments and other recoveries obtained by all Lenders on account of principal [[[Borrower:Organization]]] Credit Agreement #61304369

Proration of Purchase Rights. Should the total number of shares of Stock that are to be purchased pursuant to outstanding purchase rights on any particular date exceed the number of shares then available for issuance under the Plan, the Plan Administrator shall make a pro-rata allocation of the available shares on a uniform and nondiscriminatory basis, and any amounts credited to the accounts of Participants shall, to the extent not applied to the purchase of Stock, be refunded to the Participants.

Proration for Partial Year. If this Lease terminates other than on the last day of a calendar year (other than due to an Event of Default), the amount of Escalation Rent for such fractional calendar year shall be prorated on the basis of twelve (12), 30-day months in each calendar year. Up™ such termination, Landlord may, at its option, calculate the adjustment in Escalation Rent prior to the time specified in Section 5,2 above

Proration of Income and Expenses. All income and expenses (including prepaid expenses) with respect to the Assets shall be prorated on a

Section # Proration of Awards. Payment of any Annual Incentive Award earned by a Participant are subject to proration as follows: