Common use of Defaulting Lender Waterfall Clause in Contracts

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.13; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.13; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by a Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, if such Defaulting Lender is a Revolving Credit Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank the L/C Issuers or the Swingline Swing Line Lender hereunder; third, if such Defaulting Lender is a Revolving Credit Lender, to Cash Collateralize the Issuing Banks’ each L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.17; fourth, as the Lead Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrowerthe Company, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) if such Defaulting Lender is a Revolving Credit Lender, Cash Collateralize the Issuing Banks’ each L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.17; sixth, in the case of a Defaulting Lender under any Facility, to the payment of any amounts owing to the Lendersother Lenders under such Facility (in the case of the Revolving Credit Facility, including the Issuing Banks L/C Issuers or Swingline Lender Swing Line Lender) as a result of any judgment of a court of competent jurisdiction obtained by any Lender under such Facility (in the case of the Revolving Credit Facility, including the L/C Issuers or Swing Line Lender, any Issuing Bank or the Swingline Lender ) against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Company as a result of any judgment of a court of competent jurisdiction obtained by a Borrower the Company against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements L/C Obligations owed to, all Non-Defaulting Lenders under the applicable Facility on a pro rata basis (and ratably among all applicable Facilities computed in accordance with the Defaulting Lenders’ respective funding deficiencies) prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Obligations owed to, such Defaulting Lender under the applicable Facility until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.18(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.18(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 10.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing BanksLenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.133.9; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing BanksLenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.133.9; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lenders or the Swingline Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements L/C Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.20(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii) 2.20 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 10.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Swing Line Lender hereunder; third, to Cash Collateralize the Issuing BanksLenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.24(b); fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing BanksLenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.24(b); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lenders or the Swingline Lender Swing Line Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC L/C Disbursements owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv)clause (iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 10.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.22(d); fourth, as the Lead Borrower may request (so long as no Default or Event of Default existsshall have occurred and be continuing), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrower, to be held in a deposit account Deposit Account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.22(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Bank or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default shall have occurred and be continuing, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by a Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements reimbursement obligations with respect to Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements reimbursement obligations with respect to Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts reimbursement obligations with respect to Letters of LC Disbursement Credit owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations Letters of Credit and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the applicable Commitments hereunder without giving effect to Section 2.11(a)(iv2.22(a)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.22(a)(i) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 11.9 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank Lender or the Swingline Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.11; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this AgreementAgreement or any New Term Facility Supplement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement or any New Term Facility Supplement and (y) Cash Collateralize the Issuing Banks’ Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.11; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lender or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lender or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this AgreementAgreement or any New Term Facility Supplement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by a Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this AgreementAgreement or any New Term Facility Supplement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements L/C Advances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Sections 8.1 and 8.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable Facility without giving effect to Section 2.11(a)(iv2.10(a)(4). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.10(a)(2) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 2.20 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ and the Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.26; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ and the Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit and Swingline Loans issued under this Agreement, in accordance with Section 2.132.26; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Banks or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements funded participations in Letters of Credit or Swingline Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit or Swingline Loans were issued at a time when the conditions set forth in Article 7 Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements funded participations in Letter of Credit Liabilities or Swingline Loans owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts funded participations in Letters of LC Disbursement Credit or Swingline Loans owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations Letter of Credit Liabilities and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable Facility without giving effect to Section 2.11(a)(iv2.24(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline LC Issuer and Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Banks’ LC Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.22(d); fourth, as the Lead Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrowerthe Borrowers, to be held in a deposit account (including the Facility LC Collateral Account) and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ LC Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit Facility LCs issued under this Agreement, in accordance with Section 2.132.22(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks LC Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank the LC Issuer or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by a Borrower the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; eighth, if so determined by the Administrative Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of the Outstanding Credit Exposure of such Lenders to the Aggregate Outstanding Credit Exposure of all Revolving Lenders equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans or participations in Facility LCs or Swing Line Loans; and eighthninth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Facility LC Disbursements issuances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit Facility LCs were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, Credit Extensions of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts Credit Extensions of LC Disbursement owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article 10 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, with respect to a Defaulting Lender that is a Revolving Credit Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank L/C Issuer or the Swingline Swing Line Lender hereunder; third, with respect to a Defaulting Lender that is a Revolving Credit Lender, to Cash Collateralize the Issuing Banks’ L/C Issuer’s Fronting Exposure Exposure, if any, with respect to such Defaulting Lender in accordance with Section 2.132.10; fourthfourth with respect to a Defaulting Lender that is a Revolving Credit Lender, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolving Credit Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, with respect to a Defaulting Lender that is a Revolving Credit Lender, if so determined by the Administrative Agent and Lead Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Credit Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ L/C Issuer’s future Fronting Exposure Exposure, if any, with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.10; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank L/C Issuer or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by a Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that that, if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable Facility without giving effect to Section 2.11(a)(iv12.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 15.12(a) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure of the Issuing Lender and the Swingline Lender with respect to such Defaulting Lender in accordance with Section 2.1315.20; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrower, to be held in a deposit account and released pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this Agreement and (yB) Cash Collateralize the Issuing Banks’ Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit and Swingline Loans issued under this Agreement, in accordance with Section 2.1315.20; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lender or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lender or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by a Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x1) such payment is a payment of the principal amount of any Loans or LC Disbursements funded participations in Letters of Credit or Swingline Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y2) such Loans were made or the related Letters of Credit or Swingline Loans were issued at a time when the conditions set forth in Article 7 Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements funded participations in Letters of Credit or Swingline Loans owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts funded participations in Letters of LC Disbursement Credit or Swingline Loans owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Revolving Credit Commitments hereunder under the applicable Revolving Credit Facility without giving effect to Section 2.11(a)(iv15.19(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii15.19(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 9.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Lender’s or Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.18; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a non- interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ Lender’s and the Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, Agreement in accordance with Section 2.132.18; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lenders or the Swingline Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Loans or LC Disbursements LOC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (yB) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements LOC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement LOC Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC LOC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable facility without giving effect to Section 2.11(a)(iv2.19(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.19(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 7.05 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank or the Swingline Swing Line Lender hereunder; third, to Cash Collateralize cash collateralize the Issuing Banks’ Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.18; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans Advances under this Agreement and (y) Cash Collateralize cash collateralize the Issuing Banks’ Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.18; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Bank or Swingline the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements Advances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, Advances of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts Advances of LC Disbursement owed to, such Defaulting Lender until such time as all Loans Advances and funded and unfunded participations in LC Obligations Letters of Credit and Swingline Loans Swing Line Advances are held by the Lenders pro rata in accordance with the Commitments hereunder their Pro Rata Shares without giving effect to Section 2.11(a)(iv2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.11(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 9.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.20; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.20; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lenders or the Swingline Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Payment Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Loans or LC Disbursements LOC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (yB) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements LOC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement LOC Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC LOC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable facility without giving effect to Section 2.11(a)(iv2.21(a) (iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Swing Line Lender hereunder; third, to Cash Collateralize the each Issuing Banks’ Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.15; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the each Issuing Banks’ Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.15; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank Lender or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 7.01 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize the each Issuing Banks’ Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.13subsection (e) below; fourth, as the Lead Borrower Borrowers may request (so long as no Unmatured Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrowerthe Borrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the any Issuing Banks’ Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.13subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Unmatured Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by a Borrower the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements Disbursements, in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 IV were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder their respective Revolving Credit Commitment Percentages (determined without giving effect to subsection (d) of this Section 2.11(a)(iv2.16 below). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.23; fourth, as the Lead Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrowerthe Borrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.22; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Banks or the Swingline Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by a Borrower the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC L/C Disbursements owed to, all applicable Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Loans are held by the applicable Lenders pro rata in accordance with the applicable Commitments hereunder without giving effect to Section 2.11(a)(iv)clause (iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender and each Issuing Bank irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 12.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank or the Swingline Lender Lenders hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure of the Issuing Lenders with respect to such Defaulting Lender in accordance with Section 2.135.14; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this Agreement and (yB) Cash Collateralize the Issuing BanksLenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.135.14; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Banks or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or any Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x1) such payment is a payment of the principal amount of any Loans or LC Disbursements funded participations in Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y2) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 6.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements funded participations in Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts funded participations in Letters of LC Disbursement Credit owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv5.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii5.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize the each Issuing Banks’ Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.13subsection (e) below; fourth, as the Lead Borrower Borrowers may request (so long as no Unmatured Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrowerthe Borrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the any Issuing Banks’ Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.13subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Unmatured Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by a Borrower the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements Disbursements, in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 IV. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder their respective Applicable Percentages (determined without giving effect to subsection (d) of this Section 2.11(a)(iv2.20 below). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 9.10 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank Bank, the Swingline Lender, the Canadian Swingline Lender or the UK Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.13Lender; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Lead Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.13; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Bank, the Swingline Lender, the Canadian Swingline Lender or the UK Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Bank, the Swingline Lender, the Canadian Swingline Lender or the UK Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by a Borrower the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts Letters of LC Disbursement Credit owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations Letters of Credit, Swingline Loans, the Canadian Swingline Loans and UK Swingline Loans are held by the applicable Lenders pro rata in accordance with the applicable Commitments hereunder without giving effect to Section 2.11(a)(iv8.13(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.11(a)(ii8.13(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank the LC Issuers or the Swingline Swing Line Lender hereunder; third, to Cash Collateralize the Issuing BanksLC Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.17.11; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing BanksLC Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this AgreementFacility LCs, in accordance with Section 2.132.17.11; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks LC Issuers, or Swingline the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank LC Issuer, or the Swingline Lender Swing Line Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit Facility LCs were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable facility without giving effect to Section 2.11(a)(iv2.20(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.20(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 11.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure of the Issuing Lender and the Swingline Lender with respect to such Defaulting Lender in accordance with Section 2.134.13; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this Agreement and (yB) Cash Collateralize the Issuing Banks’ Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit and Swingline Loans issued under this Agreement, in accordance with Section 2.134.13; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lender or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lender or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x1) such payment is a payment of the principal amount of any Loans or LC Disbursements funded participations in Letters of Credit or Swingline Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y2) such Loans were made or the related Letters of Credit or Swingline Loans were issued at a time when the conditions set forth in Article 7 Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements funded participations in Letters of Credit or Swingline Loans owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts funded participations in Letters of LC Disbursement Credit or Swingline Loans owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder their respective Commitment Percentages without giving effect to Section 2.11(a)(iv4.14(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii4.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article 10 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 10.2(b) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Loan Lender hereunder; third, to Cash Collateralize the Issuing BanksLenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.135.12; fourth, as the Lead Borrower may request (so long as no Potential Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing BanksLenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.135.12; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Loan Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank Lender or the Swingline Loan Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Potential Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements Letter of Credit Borrowing in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth specified in Article 7 Section 7.3 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements Letter of Credit Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts Letter of LC Disbursement Credit Borrowing owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Letter of Credit Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable Facility without giving effect to Section 2.11(a)(iv5.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii5.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline LC Issuer and Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Banks’ LC Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.22(d); fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account (including the Facility LC Collateral Account) and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ LC Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit Facility LCs issued under this Agreement, in accordance with Section 2.132.22(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks LC Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank the LC Issuer or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; eighth, if so determined by the Administrative Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of the Outstanding Credit Exposures of such Lenders to the Aggregate Outstanding Exposure equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans or participations in Facility LCs or Swing Line Loans; and eighthninth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Facility LC Disbursements issuances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit Facility LCs were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, Credit Extensions of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts Credit Extensions of LC Disbursement owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 11.03 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank LC Issuer or the Swingline Swing Line Lender hereunder; third, to Cash Collateralize the Issuing BanksLC Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.15; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing BanksLC Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.15; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks LC Issuers or Swingline Lender Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank the LC Issuers or the Swingline Lender Swing Line Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements reimbursement of any payment on any Letter of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans or reimbursement of any payment on any Letter of Credit were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements Outstandings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement Outstandings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations Outstandings and Swingline Swing Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the Credit Facility without giving effect to Section 2.11(a)(iv2.14(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 9.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Lender’s or Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.20; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ Lender’s and the Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, Agreement in accordance with Section 2.132.20; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lenders or the Swingline Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Loans or LC Disbursements LOC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (yB) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements LOC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement LOC Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC LOC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable facility without giving effect to Section 2.11(a)(iv2.21(a) (iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.20; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.20; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Banks or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.21(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank the L/C Issuer or the Swingline Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Banks’ L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.15; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.15; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank the L/C Issuer or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 10.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any LC Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize the each LC Issuing Banks’ Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.20(c); fourth, as the Lead Borrower Borrowers may request (so long as no Default or Event of Default existsshall have occurred and be continuing), to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead BorrowerBorrowers, to be held in a deposit account Deposit Account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the each LC Issuing Banks’ Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.20(c); sixth, to the payment of any amounts owing to the Lenders, the LC Issuing Banks or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the LC Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default shall have occurred and be continuing, to the payment of any amounts owing to any Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by a Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements reimbursement obligations with respect to Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements reimbursement obligations with respect to Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts reimbursement obligations with respect to Letters of LC Disbursement Credit owed to, such Defaulting Lender until such time as all Revolving Loans and funded and unfunded participations in LC Obligations and Letters of Credit or Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv)applicable Revolving Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.20(a)(i) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 9.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Lender’s or Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.20; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ Lender’s and the Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, Agreement in accordance with Section 2.132.20; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lenders or the Swingline Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Loans or LC Disbursements LOC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (yB) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements LOC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement LOC Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC LOC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable facility without giving effect to Section 2.11(a)(iv2.21(a) (iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 8.1 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize cash collateralize the Issuing Banks’ Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.21.4; fourth, as the Lead Borrower may request (so long as no Unmatured Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize cash collateralize the Issuing Banks’ Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.21.4; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Unmatured Default or Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.21.1(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.11(a)(ii2.21.1(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article V or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing BanksLenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.20; fourth, as the Lead Borrower US Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrowerthe US Company, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing BanksLenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.20; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank Lender or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by a Borrower the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements Letter of Credit Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 7.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements Letter of Credit Outstandings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts Letter of LC Disbursement Credit Outstandings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations Letter of Credit Outstandings and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.19(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.19(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent or the Collateral Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article 8 or otherwise) or received by the Administrative Agent or the Collateral Agent from a Defaulting Lender pursuant to Section 13.02 10.07(b) shall be applied at such time or times as may be reasonably determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent and the Collateral Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing BanksLenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.24; fourth, as the Lead Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agentthereof; fifth, if so determined by the Administrative Agent and Lead Borrowerthe Company, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing BanksLenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.24; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Banks or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Lender or Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Event of Default exists, to the payment of any amounts owing to any Borrower the Company as a result of any judgment of a court of competent jurisdiction obtained by a Borrower the Company against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder Revolving Credit Percentages under the applicable Facility without giving effect to Section 2.11(a)(iv2.25(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.25(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 8.05 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any LC Issuing Bank or the Swingline Lender Bank hereunder; third, to Cash Collateralize the LC Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.138.17; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans Advances under this Agreement and (y) Cash Collateralize the LC Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.138.17; sixth, to the payment of any amounts owing to the Lenders, the LC Issuing Banks or the Swingline Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the LC Issuing Bank Banks or the Swingline Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that that, if (x) such payment is a payment of the principal amount of any Loans Advances or LC Disbursements Outstandings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and LC Disbursements Outstandings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or amounts of LC Disbursement Outstandings owed to, such Defaulting Lender until such time as all Loans Advances and funded and unfunded participations in LC Obligations Outstandings and Swingline Loans Outstandings are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv8.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii8.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.20; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect Lender’s obligations to purchase participations in any future Letters Swingline Loan or Letter of Credit issued under this AgreementCredit, in accordance with Section 2.132.20; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lender Lenders as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Banks or the Swingline Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the Revolving Commitments hereunder without giving effect to Section 2.11(a)(iv2.21(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline LC Issuer and Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Banks’ LC Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.22(d); fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account (including the Facility LC Collateral Account) and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ LC Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit Facility LCs issued under this Agreement, in accordance with Section 2.132.22(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks LC Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank the LC Issuer or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; eighth, if so determined by the Administrative Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of the Outstanding Credit Exposure of such Lenders to the Aggregate Outstanding Exposure equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans or participations in Facility LCs or Swing Line Loans; and eighthninth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Facility LC Disbursements issuances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit Facility LCs were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, Credit Extensions of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts Credit Extensions of LC Disbursement owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 10.5 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank or the Banks and Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.23(d); fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (yB) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.23(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; eighth, if so determined by the Administrative Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of the Revolving Exposures of such Lenders to the Aggregate Revolving Exposure equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans or participations in Letters of Credit or Swingline Loans; and eighthninth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements Letter of Credit issuances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, Credit Extensions of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts Credit Extensions of LC Disbursement owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.23(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.23(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank LC Issuer or the Swingline Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Banks’ LC Issuers' Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.26.11; fourth, as the Lead Borrower may request (so long as no Unmatured Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s 's potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ LC Issuers' future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit Facility LCs issued under this Agreement, in accordance with Section 2.132.26.11; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks LC Issuers or Swingline Lender Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank the LC Issuers or the Swingline Lender Swing Line Lenders against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or funded Facility LC Disbursements participations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit Facility LCs were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and funded Facility LC Disbursements participations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of funded Facility LC Disbursement participations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable Facility without giving effect to Section 2.11(a)(iv)2.15.1. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.15.5(b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 9.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Lender’s or Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.20; fourth, as the Lead Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrowerthe Borrowers, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ Lender’s and the Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, Agreement in accordance with Section 2.132.20; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lenders or the Swingline Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by a Borrower the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Loans or LC Disbursements LOC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (yB) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements LOC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement LOC Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC LOC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable facility without giving effect to Section 2.11(a)(iv2.21(a) (iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Applicable Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Applicable Administrative Agent from a Defaulting Lender pursuant to Section 13.02 7.4 shall be applied at such time or times as may be determined by the Applicable Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to such Administrative Agent and to the other Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Lender hereunder; third, on a pro rata basis, to Cash Collateralize the Issuing BanksLenders’ and Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.3(j); fourth, as the Lead Applicable Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Applicable Administrative Agent; fifth, if so determined by the Applicable Administrative Agent and Lead Applicable Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans Advances under this Agreement and (y) Cash Collateralize the Issuing BanksLenders’ and Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued and Swingline Advances made under this Agreement, in accordance with Section 2.132.3(j); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lenders or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by a such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans Advances or LC Disbursements Letter of Credit Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and LC Disbursements Letter of Credit Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or amounts Letter of LC Disbursement Credit Obligations owed to, such Defaulting Lender until such time as all Loans Advances and funded and unfunded participations in LC Letter of Credit Obligations and Swingline Loans Advances are held by the Lenders pro rata in accordance with the Applicable Commitments hereunder under the applicable Facility without giving effect to Section 2.11(a)(iv2.18(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.18(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 9.05 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.24; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.24; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 13.8 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Letter of Credit Issuer and Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Letter of Credit Issuer’s or Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.133.8; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to satisfy (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ Letter of Credit Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.133.8; sixth, to the payment of any amounts owing to the Borrower or the Lenders, the Issuing Banks Letter of Credit Issuer or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by the Borrower, any Lender, any Issuing Bank the Letter of Credit Issuer or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and seventh, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by a Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans, L/C Borrowings or Swingline Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans or Swingline Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article Section 7 were satisfied or waived, such payment shall be applied solely to pay the Loans or Swingline Loans of, and LC Disbursements L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and and/or Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 10.8 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank L/C Issuer or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ each L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.10; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Credit Agreement and (y) Cash Collateralize the Issuing Banks’ each L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Credit Agreement, in accordance with Section 2.132.10; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks L/C Issuers or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank L/C Issuer or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by a Borrower the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements L/C Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Borrowings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable Facility without giving effect to Section 2.11(a)(iv2.9(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.9(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 §12 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 §13 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank Lender or the Swingline Swing Loan Lender hereunder; third, to Cash Collateralize the Issuing BanksLenders’ Fronting Exposure Exposures with respect to such Defaulting Lender in accordance with Section 2.13subsection (e) below; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing BanksLenders’ future Fronting Exposure Exposures with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.13subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender the Swing Loan Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank Lender or the Swingline Swing Loan Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements amounts owing by such Defaulting Lender under §2.9(i) in respect of Letters of Credit (such amounts “L/C Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 §11 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations Letter of Credit Liabilities and Swingline Swing Loans are held by the Lenders pro rata in accordance with the Commitments hereunder their respective Commitment Percentages (determined without giving effect to Section 2.11(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents heretothereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 ARTICLE VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline LC Issuer and Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Banks’ each LC Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.22(d); fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account (including the Facility LC Collateral Account) and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ each LC Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit Facility LCs issued under this Agreement, in accordance with Section 2.132.22(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks LC Issuers or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank LC Issuer or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; eighth, if so determined by the Administrative Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of the Outstanding Credit Exposures of such Lenders to the Aggregate Outstanding Credit Exposure of all Lenders equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans or participations in Facility LCs or Swing Line Loans; and eighthninth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Facility LC Disbursements issuances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit Facility LCs were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, Credit Extensions of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts Credit Extensions of LC Disbursement owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. If there is more than one LC Issuer, amounts in respect of the Fronting Exposure of each LC Issuer under this Section 2.22(a)(ii) shall be determined on a pro rata basis based on the respective Fronting Exposures of each such LC Issuer.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 12.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Letter of Credit Exposure with respect to such Defaulting Lender in accordance with Section 2.134.10; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolving Credit Ratable Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Letter of Credit Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.134.10; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lender Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Banks or the Swingline Lender Swing Line Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Unmatured Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements outstanding Letters of Credit Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements outstanding Letter of Credit Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts outstanding Letter of LC Disbursement Credit Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Letter of Credit Obligations and Swingline Loans Swing Line Advances are held by the Lenders pro rata in accordance with the their Revolving Credit Commitments hereunder without giving effect to Section 2.11(a)(iv)clause (iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts amount received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 13 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 7.4, shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank Lenders or the Swingline Swing Line Lender hereunder; third, to Cash Collateralize the Issuing BanksLenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.7; fourth, as the Lead Borrower Company may request (so long as no Unmatured Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrowerthe Company, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing BanksLenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.7; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank Lender or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Unmatured Event of Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Company as a result of any judgment of a court of competent jurisdiction obtained by a Borrower the Company against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that provided, that, if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 12.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.8(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.8(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.13; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.13; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by a Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline LC Issuer and Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Banks’ LC Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.22(d); fourth, as the Lead Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrowerthe Borrowers, to be held in a deposit account (including the Facility LC Collateral Account) and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ LC Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit Facility LCs issued under this Agreement, in accordance with Section 2.132.22(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks LC Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank the LC Issuer or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by a Borrower the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; eighth, if so determined by the Administrative Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of the Outstanding Credit Exposure of such Lenders to the Aggregate Outstanding Credit Exposure of all Revolving Lenders equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans or participations in Facility LCs or Swing Line Loans; and eighthninth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Facility LC Disbursements issuances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit Facility LCs were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, Credit Extensions of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts Credit Extensions of LC Disbursement owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 8.2 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 8.5 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.1318; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.1318; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Banks or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank Lender or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (yB) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 9 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable facility without giving effect to Section 2.11(a)(iv17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 8.05 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any LC Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize the LC Issuing Banks’ and Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.138.17; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans Advances under this Agreement and (y) Cash Collateralize the LC Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.138.17; sixth, to the payment of any amounts owing to the Lenders, Lenders or the LC Issuing Banks or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank Lender or the Swingline Lender LC Issuing Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that that, if (x) such payment is a payment of the principal amount of any Loans Advances or LC Disbursements Outstandings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and LC Disbursements Outstandings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or amounts of LC Disbursement Outstandings owed to, such Defaulting Lender until such time as all Loans Advances and funded and unfunded participations in LC Obligations Outstandings and Swingline Loans Advances are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv8.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii8.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 10.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank Lender or to the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.24; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.24; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lender or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lender or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements with respect to drawings made under Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements the amount of such drawings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts the amount of LC Disbursement such drawings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Revolving Commitments hereunder without giving effect to Section 2.11(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.to

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 11.9 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize cash collateralize the Fronting Exposure of the Issuing Banks’ Fronting Exposure with respect Bank and the Swingline Lender pursuant to such Defaulting Lender in accordance with Section 2.1310.10(c); fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize cash collateralize the Issuing Banks’ Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.1310.10(c); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 6 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv10.10(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii10.10(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 9.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.20; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.20; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lenders or the Swingline Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Loans or LC Disbursements LOC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (yB) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements LOC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement LOC Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC LOC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable facility without giving effect to Section 2.11(a)(iv2.21(a) (iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 9.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.20; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.20; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lenders or the Swingline Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Loans or LC Disbursements LOC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (yB) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements LOC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement LOC Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC LOC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable facility without giving effect to Section 2.11(a)(iv2.21(a) (iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline LC Issuer and Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Banks’ LC Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.22(d); fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account (including the Facility LC Collateral Account) and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ LC Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit Facility LCs issued under this Agreement, in accordance with Section 2.132.22(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks LC Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank the LC Issuer or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; eighth, if so determined by the Administrative Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of the Revolving Exposure of such Lenders to the Aggregate Revolving Exposures of all Revolving Lenders equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans or participations in Facility LCs or Swing Line Loans; and eighthninth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Facility LC Disbursements issuances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit Facility LCs were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, Credit Extensions of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts Credit Extensions of LC Disbursement owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Revolving Commitments hereunder without giving effect to Section 2.11(a)(iv2.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article 6.01 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 8.05 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any LC Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize the LC Issuing Banks’ ' Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.22; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) to satisfy such Defaulting Lender’s 's potential future funding obligations with respect to Loans under this Agreement and (y) to Cash Collateralize the LC Issuing Banks’ ' future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.22; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the LC Issuing Bank Banks or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements Outstandings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements Outstandings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement Outstandings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations Outstandings and Swingline Loans Outstandings are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.21(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 11.9 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize cash collateralize the Fronting Exposure of the Issuing Banks’ Fronting Exposure with respect Bank and the Swingline Lender pursuant to such Defaulting Lender in accordance with Section 2.1310.10(c); fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s 's potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize cash collateralize the Issuing Banks’ Bank's future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.1310.10(c); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 6 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv10.10(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii10.10(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 10.8 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.13; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Loans and Advances under this Agreement and (y) Cash Collateralize the Issuing Banks’ Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.13; sixth, to the payment of any amounts owing to the Revolving Lenders, the Issuing Banks Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Revolving Lender, any the Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations reimbursement obligations with respect to Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.12(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.12(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Defaulting Lender that is a Revolving Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank or the Swingline Lender hereunder; third, in the case of a Defaulting Lender that is a Revolving Lender, to Cash Collateralize the Issuing Banks’ Bank’s and Swingline Lender's Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.13subsection (e) below; fourth, as the Lead Borrower may request (so long as no Default or Event of Unmatured Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, in the case of a Defaulting Lender that is a Revolving Lender, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ Bank’s and Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Facility Letters of Credit issued or Swingline Loans made under this Agreement, in accordance with Section 2.13subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Unmatured Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements amounts owing by such Defaulting Lender under Section 2A.6 in respect of Facility Letters of Credit (such amounts “L/C Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Facility Letters of Credit were issued at a time when the conditions set forth in Article 7 IV were satisfied or waived, such payment shall be applied solely to pay pay, as applicable, the Loans of, and LC L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Facility Letter of Credit Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder their respective Revolving Percentages (determined without giving effect to Section 2.11(a)(ivthe immediately following subsection (d)), as applicable. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 8.05 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.19; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans Advances under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.19; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank or the Swingline Lender Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans Advances or LC Disbursements L/C Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and LC Disbursements L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or amounts of LC Disbursement L/C Obligations owed to, such Defaulting Lender until such time as all Loans Advances and funded and unfunded participations in LC L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable Facility without giving effect to Section 2.11(a)(iv2.20(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.20(a) (ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 14.8 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Letter of Credit Issuer or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing BanksLetter of Credit Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.133.8; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing BanksLetter of Credit Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.133.8; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Letter of Credit Issuers or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank Letter of Credit Issuer or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article Section 7 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.11(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline LC Issuer and Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Banks’ LC Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.22(d); fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account (including the Facility LC Collateral Account) and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ LC Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit Facility LCs issued under this Agreement, in accordance with Section 2.132.22(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks LC Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank the LC Issuer or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; eighth, if so determined by the Administrative Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of the Revolving Exposures of such Lenders to the aggregate Revolving Exposures of all Revolving Lenders equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans or participations in Facility LCs or Swing Line Loans; and eighthninth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Facility LC Disbursements issuances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit Facility LCs were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, Credit Extensions of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts Credit Extensions of LC Disbursement owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline LC Issuer and Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Banks’ each LC Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.22(d); fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account (including the Facility LC Collateral Account) and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ each LC Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit Facility LCs issued under this Agreement, in accordance with Section 2.132.22(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks LC Issuers or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank LC Issuer or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; eighth, if so determined by the Administrative Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of the Outstanding Credit Exposures of such Lenders to the Aggregate Outstanding Credit Exposure of all Lenders equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans or participations in Facility LCs or Swing Line Loans; and eighthninth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Facility LC Disbursements issuances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit Facility LCs were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, Credit Extensions of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts Credit Extensions of LC Disbursement owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. If there is more than one LC Issuer, amounts in respect of the Fronting Exposure of each LC Issuer under this Section 2.22(a)(ii) shall be determined on a pro rata basis based on the respective Fronting Exposures of each such LC Issuer.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Working Capital Facility Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 shall be applied at such time or times as may be determined by the Administrative Working Capital Facility Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Working Capital Facility Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Swing Line Lender hereunder; third, to Cash Collateralize cash collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.13Lender; fourth, as the Lead Borrower may request (so long as no Unmatured Working Capital Facility Event of Default or Working Capital Facility Event of Default exists), to the funding of any Working Capital Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Working Capital Facility Agent; fifth, if so determined by the Administrative Working Capital Facility Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Working Capital Loans under this Agreement and (y) Cash Collateralize cash collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.133.03(e) (Reimbursement to Issuing Banks); sixth, to the payment of any amounts owing to the Working Capital Lenders, the Issuing Banks or Swingline Lender Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Working Capital Lender, any the Issuing Bank Banks or the Swingline Lender Swing Line Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Unmatured Working Capital Facility Event of Default or Working Capital Facility Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Working Capital Loans or LC Disbursements Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Working Capital Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 7.02 (Conditions to Each Working Capital Borrowing) were satisfied or waived, such payment shall be applied solely to pay the Working Capital Loans of, and LC Disbursements Loans owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Working Capital Loans of, or amounts of LC Disbursement Loans owed to, such Defaulting Lender until such time as all Working Capital Loans and funded and unfunded participations in LC Obligations Loans and Swingline Swing Line Loans are held by the Working Capital Lenders pro rata in accordance with the Working Capital Debt Commitments hereunder without giving effect to Section 2.11(a)(iv9.07(d) (Defaulting Lenders). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.11(a)(ii9.07(b) (Defaulting Lenders) shall be deemed paid to and redirected by such Defaulting Lender, and each Working Capital Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 4.9 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender DSR LC Issuer hereunder; third, to Cash Collateralize the Issuing Banks’ each DSR LC Issuer’s Fronting Exposure (if any) with respect to such Defaulting Lender in accordance with Section 2.134.12.4; fourth, as the Lead Borrower may request (so long as no Default or Event of Default existsshall have occurred and be continuing), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account Deposit Account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ any DSR LC Issuer’s future Fronting Exposure (if any) with respect to such Defaulting Lender with respect to future DSR Letters of Credit issued under this Agreement, in accordance with Section 2.134.12.4; sixth, to the payment of any amounts owing to the Lenders, any DSR LC Issuer or the Issuing Banks or Swingline Lender DSR LC Loan Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank DSR LC Issuer or the Swingline Lender DSR LC Loan Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default shall have occurred and be continuing, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements reimbursement obligations with respect to DSR Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related DSR Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 5.2 were satisfied or and waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements reimbursement obligations with respect to DSR Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts reimbursement obligations with respect to DSR Letters of LC Disbursement Credit owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in DSR Letters of Credit and DSR LC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the applicable DSR LC Loan Commitments hereunder without giving effect to Section 2.11(a)(iv4.12.1(c). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii4.12.1(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Designated Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Designated Agent from a Defaulting Lender pursuant to Section 13.02 11.1 shall be applied at such time or times as may be determined by the Administrative Designated Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Designated Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline LC Issuer and Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Banks’ each LC Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.22(d); fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Designated Agent; fifth, if so determined by the Administrative Designated Agent and Lead the Borrower, to be held in a deposit account (including the Facility LC Collateral Account) and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ each LC Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit Facility LCs issued under this Agreement, in accordance with Section 2.132.22(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks LC Issuers or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank LC Issuer or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; eighth, if so determined by the Designated Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of the Outstanding Credit Exposures of such Lenders to the Aggregate Outstanding Exposure of all Lenders equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans or participations in Facility LCs or Swing Line Loans; and eighthninth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Facility LC Disbursements issuances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit Facility LCs were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, Credit Extensions of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts Credit Extensions of LC Disbursement owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. If there is more than one LC Issuer, amounts in respect of the Fronting Exposure of each LC Issuer under this Section 2.22(a)(ii) shall be determined on a pro rata basis based on the respective Fronting Exposures of each such LC Issuer.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank LC Issuer or the Swingline Swing Line Lender hereunder; third, to Cash Collateralize the Issuing BanksLC Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.22(a)(v); fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing BanksLC Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit Facility LCs issued under this Agreement, in accordance with Section 2.132.22(a)(v); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks LC Issuers or Swingline the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank the LC Issuers or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Loans or LC Disbursements Reimbursement Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (yB) such Loans were made or the related Letters of Credit Facility LCs were issued at a time when the conditions set forth in Article 7 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.Section

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 9.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Lender’s or Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.21; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ Lender’s and the Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, Agreement in accordance with Section 2.132.21; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lenders or the Swingline Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Loans or LC Disbursements LOC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (yB) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements LOC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement LOC Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC LOC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable facility without giving effect to Section 2.11(a)(iv2.22(a)(iv). Any payments, prepayments repayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 12.7(b) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender Letter of Credit Issuer hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure of the Letter of Credit Issuers with respect to such Defaulting Lender in accordance with Section 2.133.8; fourth, as the Lead Parent Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Parent Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure of the Letter of Credit Issuers with respect to such Defaulting Lender with respect to future Letters of Credit issued under this AgreementLender, in accordance with Section 2.133.8; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Banks or Swingline Lender Letter of Credit Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or any Issuing Bank or the Swingline Lender Letter of Credit Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by a such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 7.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Dollar Tranche Commitments hereunder without giving effect to Section 2.11(a)(iv2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 14.8 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Letter of Credit Issuer or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing BanksLetter of Credit Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.133.8; fourth, as the Lead Parent Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Parent Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing BanksLetter of Credit Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.133.8; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Letter of Credit Issuers or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank Letter of Credit Issuer or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any a Borrower as a result of any judgment of a court of competent jurisdiction obtained by a Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article Section 7 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.11(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 10.04 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.133.08; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (xa) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (yb) Cash Collateralize the Issuing Banks’ Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.133.08; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lender or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lender or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xa) such payment is a payment of the principal amount of any Loans or LC Disbursements participations in L/C Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (yb) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements participations in L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement participations in L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv3.07(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii3.07(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article 6.01 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 8.05 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any LC Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize the LC Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.22; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) to Cash Collateralize the LC Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.22; sixth, to the payment of any amounts owing to the LendersLenders or, the LC Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any LenderLender or, any the LC Issuing Bank Banks or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements Outstandings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements Outstandings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement Outstandings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations Outstandings and Swingline Loans Outstandings are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.21(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 13.3 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank Banks or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure Exposures with respect to such Defaulting Lender in accordance with Section 2.13subsection (e) below; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure Exposures with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.13subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements amounts owing by such Defaulting Lender under Section 2.2(j) in respect of Letters of Credit (such amounts “L/C Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 VI were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations Letter of Credit Liabilities and Swingline Loans are held by the Revolving Lenders pro rata in accordance with the Commitments hereunder their respective Revolving Commitment Percentages (determined without giving effect to Section 2.11(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank the L/C Issuer or the Swingline Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Banks’ L/C Issuer’s and the Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.13Lender; ​ fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Lead Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ L/C Issuer’s and the Swing Line Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued or Swing Line Loans made under this Agreement, in accordance with Section 2.13; sixth, to the payment of any amounts owing to the Revolving Loan Lenders, the Issuing Banks L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Revolving Loan Lender, any Issuing Bank the L/C Issuer or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by a Borrower the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Revolving Loans or LC Disbursements L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Revolving Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and LC Disbursements L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or amounts of LC Disbursement L/C Obligations owed to, such Defaulting Lender until such time as all Revolving Loans and funded and unfunded participations in LC L/C Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Aggregate Revolving Loan Commitments hereunder without giving effect to Section 2.11(a)(iv2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Revolving Loan Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize cash collateralize the Issuing Banks’ Fronting Exposure of any Issuing Bank and Swingline Lender with respect to such Defaulting Lender in accordance with Section 2.13Lender; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize cash collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued and Swingline Loans made under this Agreement, in accordance with Section 2.13; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Banks or the Swingline Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable Facility without giving effect to Section 2.11(a)(iv4.05(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii4.05(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 10.5 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Swing Line Lender hereunder; third, to Cash Collateralize the Issuing BanksLenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.11; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing BanksLenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.11; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline the Swing Line Lender as a result of any final and non- appealable judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lenders or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final and non- appealable judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and LC L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Revolving Commitments hereunder without giving effect to Section 2.11(a)(iv3.17(a). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 10.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing BanksLenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.133.9; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing BanksLenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.133.9; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lenders or the Swingline Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.20(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii) 2.20 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank LC Issuer or the Swingline Swing Line Lender hereunder; third, to Cash Collateralize the Issuing BanksLC Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.22(a)(v); fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing BanksLC Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit Facility LCs issued under this Agreement, in accordance with Section 2.132.22(a)(v); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks LC Issuers or Swingline the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank the LC Issuers or the Swingline ​ Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Loans or LC Disbursements Reimbursement Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (yB) such Loans were made or the related Letters of Credit Facility LCs were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements Reimbursement Obligations owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement Reimbursement Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Reimbursement Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 9.2 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 9.2.3 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Swing Loan Lender hereunder; third, to Cash Collateralize the Issuing BanksLenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.11; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolving Credit Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Credit Loans under this Agreement and (y) Cash Collateralize the Issuing BanksLenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.11; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Swing Loan Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lenders or the Swingline Swing Loan Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Revolving Credit Loans or LC Disbursements Letter of Credit Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Revolving Credit Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 7.2 were satisfied or waived, such payment shall be applied solely to pay the Revolving Credit Loans of, and LC Disbursements Letter of Credit Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Credit Loans of, or amounts Letter of LC Disbursement Credit Obligations owed to, such Defaulting Lender until such time as all Revolving Credit Loans and funded and unfunded participations in LC Letter of Credit Obligations and Swingline Swing Loans are held by the Lenders pro rata in accordance with the their Revolving Credit Commitments hereunder without giving effect to Section 2.11(a)(iv2.10(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 13.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Lender’s or Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.134.13; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ Lender’s and the Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, Agreement in accordance with Section 2.134.13; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lenders or the Swingline Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Loans or LC Disbursements L/C Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (yB) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable facility without giving effect to Section 2.11(a)(iv4.14(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii4.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 10.5 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank or the Banks and Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.23(d); fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (yB) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.23(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; eighth, if so determined by the Administrative Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of the Outstanding Credit Exposures of such Lenders to the Aggregate Outstanding Credit Exposure equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans or participations in Letters of Credit or Swingline Loans; and eighthninth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements Letter of Credit issuances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, Credit Extensions of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts Credit Extensions of LC Disbursement owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Revolving Commitments hereunder without giving effect to Section 2.11(a)(iv2.23(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.23(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 9.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Lender’s or Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.20; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ Lender’s and the Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, Agreement in accordance with Section 2.132.20; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lenders or the Swingline Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Loans or LC Disbursements LOC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (yB) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements LOC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement LOC Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC LOC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable facility without giving effect to Section 2.11(a)(iv2.21(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank LC Issuer or the Swingline Swing Line Lender hereunder; third, to Cash Collateralize the Issuing BanksLC Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.26.11; fourth, as the Lead Borrower may request (so long as no Unmatured Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing BanksLC Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit Facility LCs issued under this Agreement, in accordance with Section 2.132.26.11; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks LC Issuers or Swingline Lender Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank the LC Issuers or the Swingline Lender Swing Line Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or funded Facility LC Disbursements participations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit Facility LCs were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and funded Facility LC Disbursements participations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of funded Facility LC Disbursement participations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable Facility without giving effect to Section 2.11(a)(iv)2.15.1. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.15.5(b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the any Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.22; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.22; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Banks or the Swingline Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and and, eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and the LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Loans, LC Obligations Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(ivclause (iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(iiclause (ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 11.17 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank Lenders or the Swingline Lender Swing Line Lenders hereunder; third, to Cash Collateralize the Issuing BanksLenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.131.4(11); fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing BanksLenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.131.4(11); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender the Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank Lender or the Swingline any Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement Disbursements owed to, such Defaulting Lender until such time as all Revolving Loans and funded and unfunded participations in LC Obligations Disbursements and Swingline Swing Line Loans are held by the Revolving Lenders pro rata in accordance with the Revolving Commitments hereunder without giving effect to Section 2.11(a)(iv1.12(1)(D). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.11(a)(ii1.12(1)(B) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 13.5 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender, or the Swingline Lender hereunder; third, to Cash Collateralize the each Issuing Banks’ Lender’s or Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.134.13; fourth, as the Lead Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrowerthe Company, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize each Issuing Lender’s, and the Issuing Banks’ Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.134.13; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders, or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank or Lenders, the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by a CHAR1\1858015v1CHAR1\1858015v2 any Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Loans or LC Disbursements L/C Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (yB) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations L/C Obligations, and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable Credit Facility and applicable Tranche without giving effect to Section 2.11(a)(iv4.14(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii4.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 9.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Lender’s or Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.20; fourth, as the Lead Borrower BorrowerBorrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrowerthe BorrowerBorrowers, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ Lender’s and the Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, Agreement in accordance with Section 2.132.20; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lenders or the Swingline Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the BorrowerBorrowers as a result of any judgment of a court of competent jurisdiction obtained by a Borrower the BorrowerBorrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Loans or LC Disbursements LOC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (yB) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements LOC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement LOC Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC LOC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable facility without giving effect to Section 2.11(a)(iv2.21(a) (iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 7.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank Lenders or the Swingline Swing Line Lender hereunder; third, to Cash Collateralize the Issuing BanksLenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.16; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans Advances under this Agreement and (y) Cash Collateralize the Issuing BanksLenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.16; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank Lender or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans Advances or LC Disbursements participations in respect of Letter of Credit Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and LC Disbursements participations in respect of Letter of Credit Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or amounts participations in respect of LC Disbursement Letter of Credit Obligations and Swing Line Advances owed to, such Defaulting Lender until such time as all Loans Advances and funded and unfunded participations in LC Letter of Credit Obligations and Swingline Loans Swing Line Advances are held by the Lenders pro rata in accordance with the Revolving Commitments hereunder without giving effect to Section 2.11(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize cash collateralize the Issuing Banks’ Fronting Exposure of any Issuing Bank and Swingline Lender with respect to such Defaulting Lender in accordance with Section 2.13Lender; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize cash collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued and Swingline Loans made under this Agreement, in accordance with Section 2.13; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Banks or the Swingline Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv4.05(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii4.05(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 6 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 Subsections 6.6 or 6.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing BanksLenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.13Subsection 1.14; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing BanksLenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.13Subsection 1.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lenders or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by a Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements Letter of Credit Liabilities in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Subsection 7.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements Letter of Credit Liabilities owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts Letter of LC Disbursement Credit Liabilities owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations Letter of Credit Liabilities and Swingline Loans are held by the Lenders pro rata in accordance with the Loan Commitments hereunder under the applicable Facility without giving effect to Section 2.11(a)(ivSubsection 1.17(A)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(iiSubsection 1.17(A)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank the L/C Issuer or the Swingline Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Banks’ L/C Issuer’s and the Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.13Lender; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Lead Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ L/C Issuer’s and the Swing Line Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued or Swing Line Loans made under this Agreement, in accordance with Section 2.13; sixth, to the payment of any amounts owing to the Revolving Loan Lenders, the Issuing Banks L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Revolving Loan Lender, any Issuing Bank the L/C Issuer or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by a Borrower the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Revolving Loans or LC Disbursements L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Revolving Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.02 were satisfied DB1/ 133985272.1133985272.4 ​ ​ or waived, such payment shall be applied solely to pay the Revolving Loans of, and LC Disbursements L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or amounts of LC Disbursement L/C Obligations owed to, such Defaulting Lender until such time as all Revolving Loans and funded and unfunded participations in LC L/C Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Aggregate Revolving Loan Commitments hereunder without giving effect to Section 2.11(a)(iv2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Revolving Loan Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 12.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure of the Issuing Lender with respect to such Defaulting Lender in accordance with Section 2.135.14; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead the Borrower, to be held in a deposit account and released pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this Agreement and (yB) Cash Collateralize the Issuing Banks’ Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.135.14; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Banks or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank Lender or the Swingline Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any judgment of a court of competent jurisdiction obtained by a the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x1) such payment is a payment of the principal amount of any Loans or LC Disbursements funded participations in Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y2) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 6.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements funded participations in Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts funded participations in Letters of LC Disbursement Credit owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv5.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii5.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 6 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 Subsections 6.6 or 6.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing BanksLenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.13Subsection 1.14; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolver Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolver Loans under this Agreement and (y) Cash Collateralize the Issuing BanksLenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.13Subsection 1.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Revolver Lender, any the Issuing Bank Lenders or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by a Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that that, if (x) such payment is a payment of the principal amount of any Revolver Loans or LC Disbursements Letter of Credit Liabilities in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Revolver Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Subsection 7.2 were satisfied or waived, such payment shall be applied solely to pay the Revolver Loans of, and LC Disbursements Letter of Credit Liabilities owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts Letter of LC Disbursement Credit Liabilities owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations Letter of Credit Liabilities and Swingline Loans are held by the Lenders pro rata in accordance with the Loan Commitments hereunder under the applicable Facility without giving effect to Section 2.11(a)(ivSubsection 1.17(A)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(iiSubsection 1.17(A)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Revolver Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 13.8 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment of any amounts owing by such Defaulting Lender to Swingline Lender hereunder; third, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender Letter of Credit Issuers hereunder; thirdfourth, to Cash Collateralize on a pro rata basis the Issuing BanksLetter of Credit Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.133.8; fourthfifth, as the Lead Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifthsixth, if so determined by the Administrative Agent and Lead BorrowerAgent, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) first Cash Collateralize the Issuing Banks’ Letter of Credit Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement and (y) second satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement, in accordance with Section 2.133.8; sixthseventh, to the payment of any amounts owing to the Borrowers, the Lenders, the Issuing Banks Letter of Credit Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Borrower, any Lender, any Issuing Bank the Letter of Credit Issuer or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by a Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article Section 7 were satisfied or waived, such payment shall be applied solely to pay the Loans of, of and LC Disbursements L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.11(a)(iv2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 12.9 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Swing Line Lender hereunder; third, if so determined by Administrative Agent or requested by Issuing Lender or the Swing Line Lender, to Cash Collateralize such Issuing Lender’s Fronting Exposure or pay down the Issuing Banks’ Swing Line Loan(s) in an amount equal to Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.1311.6 below; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing BanksLenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.1311.6 below; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank Lenders or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by a Borrower against such Defaulting Lender as a result of such Defaulting Lender’s ▇▇▇▇▇▇'s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Letter of Credit Obligations and Swingline Loans Swing Line -112- ▇▇▇▇▇▇ Lease Finance Corporation Fourth Amended and Restated Credit Agreement Loan are held by the Lenders pro rata in accordance with the Commitments hereunder their respective Pro Rata Share without giving effect to Section 2.11(a)(iv)11.5 below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii) 11.3 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 9.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Lender’s or Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.20; fourth, as the Lead Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrowerthe Borrowers, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ Lender’s and the Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, Agreement in accordance with Section 2.132.20; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lenders or the Swingline Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by a Borrower the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Loans or LC Disbursements LOC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (yB) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements LOC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement LOC Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC LOC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable facility without giving effect to Section 2.11(a)(iv2.21(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 10.04 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the Issuing Bank or the Swingline and Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.22(d); fourth, as the Lead Borrower Borrowers may request (so long as no Default or Event of Default existsshall have occurred and be continuing), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrowerthe Borrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.22(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Bank or Swingline the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank or the Swingline Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default shall have occurred and be continuing, to the payment of any amounts owing to any a Borrower as a result of any judgment of a court of competent jurisdiction obtained by a such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements reimbursement obligations with respect to Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 3.02 were satisfied or and waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements reimbursement obligations with respect to Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts reimbursement obligations with respect to Letters of LC Disbursement Credit owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations Letters of Credit and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the applicable Commitments hereunder without giving effect to Section 2.11(a)(iv2.22(a)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.22(a)(i) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 9.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.20; fourth, as the Lead Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrowerthe Borrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.132.20; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lenders or the Swingline Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by a Borrower the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Loans or LC Disbursements LOC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (yB) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements LOC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement LOC Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC LOC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder under the applicable facility without giving effect to Section 2.11(a)(iv2.21(a) (iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 7.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunderAgent; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the any Swingline Lender hereunder; third, on a pro rata basis, to Cash Collateralize the Issuing BanksLenders’ and Swingline Lenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.3(i); fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans Advances under this Agreement and (y) Cash Collateralize the Issuing BanksLenders’ and Swingline Lenders’ future Fronting Exposure with respect to such Defaulting Lender that is a Defaulting Revolving Lender with respect to future Letters of Credit issued and Swingline Advances made under this Agreement, in accordance with Section 2.132.3(i); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lenders or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the Issuing Bank Lenders or the Swingline Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by a Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans Advances or LC Disbursements Letter of Credit Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Article 7 Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and LC Disbursements Letter of Credit Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or amounts Letter of LC Disbursement Credit Obligations owed to, such Defaulting Lender until such time as all Loans Advances and funded and unfunded participations in LC Letter of Credit Obligations and Swingline Loans Advances are held by the Lenders pro rata in accordance with the applicable Commitments hereunder under the applicable Facility without giving effect to Section 2.11(a)(iv2.18(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.18(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.02 10.8 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank Lender or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.132.19; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Lead Borrower, to be held in a deposit account Deposit Account controlled by Administrative Agent and released pro rata in order to (xy) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Credit Loans and Delayed Draw Term Loans under this Agreement and (yz) Cash Collateralize the Issuing Banks’ Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.13; 2.20 sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks Lender or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank Lender or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by a Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xy) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (yz) such Loans were made or the related Letters of Credit and Swingline Loans were issued at a time when the conditions set forth in Article 7 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or amounts of LC Disbursement Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations and Swingline Loans Letters of Credit are held by the Lenders pro rata in accordance with the their respective Commitments hereunder without giving effect to Section 2.11(a)(iv2.21(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(a)(ii2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.