COMMITMENTS; PRO RATA SHARES

“Required Lenders” means, at any time, Lenders whose Pro Rata Shares exceed 50% as determined pursuant to clause (d) of the definition of “Pro Rata Share”; provided that the Pro Rata Shares held or deemed held by, any Defaulting Lender will be excluded for purposes of making a determination of Required Lenders.

If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied as follows: first, to all fees and reimbursable expenses of the Administrative Agent then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Banks then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Banks based on their respective pro rata shares of such fees and expenses; third, to all interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; and fourth, to all principal of the Loans and unreimbursed LC Disbursements then due and payable hereunder, pro rata to the parties entitled thereto based on their respective pro rata shares of such principal and unreimbursed LC Disbursements.

“Required Revolving Lenders” means Revolving Lenders having aggregate Pro Rata Shares in excess of 50%.

with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.

Ratable Loans. The Loans hereunder shall be made by the [[Organization B:Organization]] ratably in accordance with their Pro Rata Shares.

Payments Generally; Pro Rata Treatment; Sharing of Setoffs. (a) Each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under [[Section 2.14, 2.16 or 2.17]7]7]]7]7], or otherwise) prior to # in the case of payments denominated in US Dollars, ​, New York City time (or such other time as may be expressly provided in this Agreement), and # in the case of payments denominated in an Alternative Currency, the Applicable Time specified by the Administrative Agent, in each case at the place of payment, on the date when due, in immediately available funds, without setoff or counterclaim. Any amounts received after such time on any date may be deemed, in the discretion of the Administrative Agent, to have been received on the next succeeding Business Day for purposes of calculating interest thereon. Unless and until otherwise specified, all such payments shall be made to the Administrative Agent for the account of the applicable Lenders to such account as the Administrative Agent shall from time to time specify in one or more notices delivered to the Company, except that # payments to be made directly to an Issuing Bank or the Swingline Lender shall be so directly made, # payments pursuant to [[Sections 2.14, 2.16, 2.17 and 10.03]3]3]3]]3]3]3] shall be made directly to the Persons entitled thereto and # payments pursuant to other Loan Documents shall be made to the Persons specified therein. Each such payment shall be made in US Dollars, except that the principal of and interest on any Loan or LC Disbursement denominated in any other currency shall, subject to [[Sections 2.05(e) and 2.05(o)])]])], be made in such currency. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.

Pro Rata Treatment and Payments; Evidence of Debt. (a) Each borrowing of Loans by the Company or any Subsidiary Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Aggregate Exposure Percentages of the Lenders except to the extent required or permitted pursuant to [Section 2.18].

any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary repayments or prepayments hereunder, in each case as specified in the respective Extension Offer;

alter the pro rata treatment of the Banks under Section ‎2.05 or ‎2.13 or any other provision providing for pro rata treatment;