(a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Revolving Percentages, as the case may be, of the relevant Lenders. Subject to Sections 2.25(e)(iv) , 2.29(b)(2) and 2.30(a) and other than with respect to the incurrence of any Refinancing Notes, each payment (including prepayments) in respect of principal, interest or fees in respect of Term Loans shall be applied among tranches of Term Loans as directed by the Borrower. Subject to Section 10.6(c) , each payment (including prepayments) in respect of principal or interest in respect of any tranche of the Term Loans and each payment in respect of fees payable hereunder shall be applied to the amounts of such obligations owing to the Term Lenders with respect to such tranche, pro rata according to the respective amounts then due and owing to such Term Lenders.