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 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 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 the Issuing Lender hereunder; third, to cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d); fourth, as the 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 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 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 2.31(d); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 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 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 2.31(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 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing Bank or Swingline Lender hereunder; third, to cash collateralize the Cash Collateralize Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with the manner described in Section 2.31(d2.09(a); fourth, as the 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 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 Cash Collateralize Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with the manner described in Section 2.31(d2.09(a); sixth, to the payment of any amounts owing to the Lenders Lenders, Issuing Bank or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, Issuing Bank or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements reimbursement obligations in respect of any LC Disbursement for 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 Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements reimbursement obligations in respect of any LC Disbursement that is owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements reimbursement obligations in respect of any LC Disbursement that is owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the applicable Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.19(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 Cash Collateral pursuant to this Section 2.31(a)(ii2.19(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 hereunder for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 10.06 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 the any Issuing Lender Bank hereunder; , third, to cash collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.05(j); , fourth, as the 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 the BorrowerCompany, 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 Lender’s 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 2.31(d2.05(j); , sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 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 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 2.31(a)(ii) 2.22 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 Article 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.15; fourth, as the 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 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 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 2.31(d)2.15; sixth, to the payment of any amounts owing to the Lenders Lenders, or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, or the 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements Letter of Credit Exposure 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 Section 4.2 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Disbursements Letter of Credit Exposure owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Disbursements Letter of Credit Exposure owed to, such Defaulting Lender until such time as all Loans Advances and L/C Exposure funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 2.31(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 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.06 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 the any Issuing Lender Bank hereunder; , third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.05(j); , fourth, as the 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 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 Lender’s 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 2.31(d2.05(j); , sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 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 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 2.31(a)(ii) 2.24 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 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing Lender any L/C Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Committed Loans 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 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 Committed Borrowings under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s L/C 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 2.31(d); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender any L/C 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 Committed Loan or L/C Disbursements Advance in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (y) such Committed Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Committed Loans of, and L/C Disbursements Advance owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Committed Loans of, or L/C Disbursements Advances owed to, such Defaulting Lender until such time as all Committed Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.15(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 2.31(a)(ii2.15(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 Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 10.09 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 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 Issuing Swingline Lender hereunder; third, to cash collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.24(d); 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 the BorrowerBorrowers, 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 Lender’s 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 2.31(d2.24(a)(iv); sixth, to the payment of any amounts owing to the Lenders Lenders, the Issuing Banks or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the Issuing Banks or the Issuing 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 the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 Loans or L/C Letter of Credit Disbursements 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 Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C Letter of Credit Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C Letter of Credit Disbursements owed to, such Defaulting Lender until such time as all Revolving Loans and L/C Exposure funded and unfunded participations in Letter of Credit Outstandings and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 2.31(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 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.06 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 the any Issuing Lender Bank hereunder; , third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.05(j); , fourth, as the 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 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 Lender’s 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 2.31(d2.05(j); , sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 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 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 2.31(a)(ii) 2.22 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 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 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 the Issuing Lender Lenders hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Lenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.20; fourth, as the 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 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 Cash Collateralize the Issuing Lender’s Lenders’ 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 2.31(d)2.20; sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the by any 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C 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 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements LOC Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements LOC Obligations owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in LOC Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the any Issuing Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Lenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the 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 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 Lender’s Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C 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 were issued at a time when the conditions set forth in Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Revolving Credit Commitments under the applicable facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(a)(ii2.24(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 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 10.9 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 the Issuing Lender hereunder; third, to cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d); fourth, as the 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 Borrowerthird, 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 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 2.31(d); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventhfourth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been madefifth, 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 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 applicable conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, of all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, of such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv)hereunder. 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 2.31(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 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the any Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Banks’ Letter of Credit Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)4.10; fourth, as the 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, if so determined by the Administrative Agent and 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 Lender’s 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 2.31(d)4.10; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this AgreementAgreement or under any other Loan Document; seventh, so long as no Default or Event of Unmatured Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this AgreementAgreement or under any other Loan Document; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C 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 Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements outstanding Letter of Credit Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements outstanding Letter of Credit Obligations owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the their Commitments under the applicable facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.24; fourth, as the 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 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 under this Agreement and (y) cash collateralize Cash Collateralize the Issuing 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 2.31(d)2.24; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 Loans or L/C 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 Revolving Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C Disbursements the amount of such drawings owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C Disbursements the amount of such drawings owed to, such Defaulting Lender until such time as all Revolving Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Revolving Commitments under the applicable facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the any Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.08(j); fourth, as the 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 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 Lender’s 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 2.31(d2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C 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 Section 4.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C LC Disbursements owed to, all Lenders that are not non-Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C LC Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C LC Exposure are is held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the any Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Banks’ Letter of Credit Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)4.10; fourth, as the Borrower may request (so long as no Default or Event of Unmatured 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 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 Lender’s 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 2.31(d)4.10; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Unmatured Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C 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 Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements outstanding Letter of Credit Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements outstanding Letter of Credit Obligations owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the their Revolving Credit Commitments under the applicable facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the any Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.08(k); fourth, as the Borrower may request (so long as no Default or Event of Default then 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 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 Lender’s 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 2.31(d2.08(k); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower or any of its Subsidiaries as a result of any judgment of a court of competent jurisdiction obtained by the Borrower or any of its Subsidiaries against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C 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 Section 4.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C LC Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C LC Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C funded and unfunded participations in LC Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.09(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 2.31(a)(ii2.09(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 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the any Issuing Bank or any Swingline Lender hereunder; third, to cash collateralize the Cash Collateralize each Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with the manner described in Section 2.31(d2.09(a); fourth, as the 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 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 Cash Collateralize each Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with the manner described in Section 2.31(d2.09(a); sixth, to the payment of any amounts owing to the Lenders, Issuing Banks or Swingline Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, any Issuing Bank or the Issuing any 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements reimbursement obligations in respect of any LC Disbursement for 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 Section 4.2 4.02 were satisfied or and waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements reimbursement obligations in respect of any LC Disbursement that is owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements reimbursement obligations in respect of any LC Disbursement that is owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the applicable Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.19(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 Cash Collateral pursuant to this Section 2.31(a)(ii2.19(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 any Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative any Agent from a Defaulting Lender pursuant to Section 9.7 SECTION 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 the Issuing Banks or Swingline Lender hereunder; third, to cash collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan (which specific Loan shall be determined by the Administrative Agent) 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 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 Lender’s 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 2.31(d); sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Banks or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Non-Defaulting Lender, any Issuing Bank or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements (including any Loans made pursuant to SECTION 2.13(e)) 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 Section 4.2 SECTION 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Letter of Credit Outstandings owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit Outstandings owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Outstandings and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility their Commitment Percentages hereunder without giving effect to Section 2.31(a)(ivSECTION 2.26(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 2.31(a)(iiSECTION 2.26(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 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 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 the any Issuing Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.20; fourth, as the 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 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 Revolving Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing 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 2.31(d)2.20; sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 Revolving Loans or L/C Disbursements LOC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (yB) such Revolving Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C Disbursements LOC Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C Disbursements LOC Obligations owed to, such Defaulting Lender until such time as all Revolving Loans and L/C Exposure funded and unfunded participations in LOC Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.06 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 the any Issuing Lender Bank hereunder; , third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.05(j); , fourth, as the Borrower Representative 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 BorrowerBorrower Representative, 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 Lender’s 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 2.31(d2.05(j); , sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 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 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 2.31(a)(ii) 2.24 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 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 2.08 or 9.06 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 the any Issuing Bank or Swingline Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the 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 the BorrowerBorrowers, 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 Lender’s 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 2.31(d); sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender Banks or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, the Issuing Lender Banks or Swingline 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 the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 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 Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 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 7 Article X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 3.3. 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 the Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the 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 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 LenderBank’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 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 amounts owing by such Defaulting Lender under Section 2.3.(j) in respect of Letters of Credit (such amounts “L/C 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 Section 4.2 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities are held by the Lenders pro rata in accordance with the Commitments under the applicable facility their respective Commitment Percentages (determined without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 subsection 11.10 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, if such Defaulting Lender is a Revolving Credit Lender or a Revolving Euro Tranche Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing any L/C Issuer, Swing Line Lender or Swing Line Euro Tranche Lender hereunder; third, if such Defaulting Lender is a Revolving Credit Lender, to cash collateralize the Issuing LenderCash Collateralize any L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(dsubsection 3.1(g); fourth, as the 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 the BorrowerCompany, 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 if such Defaulting Lender is a Revolving Credit Lender, Cash Collateralize any 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 2.31(dsubsection 3.1(g); sixth, in the case of a Defaulting Lender under any Facility, to the payment of any amounts owing to the other Lenders under such Facility (in the case of the Revolving Credit Facility, including any L/C Issuer or Swing Line Lender, and, in the Issuing Lender case of the Revolving Euro Tranche Facility, including the Swing Line Euro Tranche 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 any L/C Issuer or Swing Line Lender, and, in the Issuing Lender case of the Revolving Euro Tranche Facility, including the Swing Line Euro Tranche 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 the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements C-BA 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 or Bankers’ Acceptances were issued at a time when the conditions set forth in Section 4.2 subsection 6.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements C-BA Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) 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 L/C Disbursements C-BA Obligations owed to, such Defaulting Lender under the applicable Facility until such time as all Loans and funded and unfunded participations in L/C Exposure C-BA Obligations, Swing Line Loans and Swing Line Euro Tranche Loans are held by the applicable Lenders pro rata in accordance with the applicable Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(ivsubsection 4.6(e)(i)(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 2.31(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 7 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the any Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.08(j); fourth, as the 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 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 Lender’s 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 2.31(d2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C 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 Section 4.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C LC Disbursements owed to, all Lenders that are not non-Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C LC Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C LC Exposure are is held by the Lenders pro rata in accordance with the Commitments under the applicable facility Facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 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 7 Article XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 3.3 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 the Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the 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 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 LenderBank’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 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements amounts owing by such Defaulting Lender under Section 2.4(j) in respect of Letters of Credit (such amounts “Letter of Credit 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 Section 4.2 Article V were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Letter of Credit Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Letter of Credit Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities are held by the Revolving Lenders pro rata in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by otherwise and including any amounts made available to the Administrative Agent from a that Defaulting Lender pursuant to Section 9.7 shall 10.09 shall, following application by the Administrative Agent of any such payment by or on behalf of the Borrowers to the account of such Defaulting Lender with respect to such Obligation paid (and in lieu of being distributed to such Defaulting Lender pursuant to Section 2.12(a) or such other provision of this Agreement applicable with respect to the distribution thereof), 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 the Issuing any L/C Issuer or Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by a L/C Issuer (and after giving effect to cash collateralize the Issuing LenderSection 2.16(a)(iv) and any Cash Collateral then held), to be held as Cash Collateral for such L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.03(g); fourth, as the 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, or so long as determined the amount of the Cash Collateral at such time is equal to the actual Fronting Exposure at such time, to substitute for and release to the Parent Borrower on a dollar-for-dollar basis, Cash Collateral previously provided by the Borrowers with respect to the applicable Defaulting Lender (subject to documentation in form and substance reasonably satisfactory to the Administrative AgentAgent and the applicable L/C Issuer or the Swing Line Lender, as applicable, and such substituted amounts otherwise satisfying the requirements to constitute Cash Collateral hereunder), or any combination thereof, in each case, other than during a Collateral Period, free and clear of Liens created in favor of Administrative Agent hereunder or any other Loan Document; fifth, if so determined by the Administrative Agent and the Parent Borrower, to be held in a an interest bearing deposit account and released pro rata in order to (x) satisfy such obligations of that Defaulting Lender’s potential future funding obligations with respect to fund Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s L/C 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 2.31(d2.03(g); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or Swing Line Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the L/C Issuers or the Issuing 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 the any Borrower hereunder or as a result of any judgment of a court of competent jurisdiction obtained by the a Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that that, with respect to this clause eighth, if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Credit Extensions 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 Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Credit Extensions owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Credit Extensions owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Aggregate Commitments under the applicable facility without giving effect to Section 2.31(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 2.31(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 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 Agents hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing L/C Issuer or Swing Line Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; 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 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 LenderL/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 2.31(d); sixth, to the payment of any amounts owing to the Lenders Lenders, the L/C Issuer or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the L/C Issuer or the Issuing 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 the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements 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 Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(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 2.31(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 7 Article VIII or otherwise) , or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing L/C Issuer or Swing Line Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.16; fourth, as the 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 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 LenderL/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 2.31(d)2.16; sixth, to the payment of any amounts owing to the Lenders Lenders, the L/C Issuer or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the L/C Issuer or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 (or Section 4.03, if applicable) were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Revolving Commitments under the applicable facility hereunder without giving effect to Section 2.31(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 2.31(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 7 11 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 13.8 shall be applied at such time or times as follows: first, 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 any Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunder[reserved]; third, to cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)[reserved]; fourth, as the 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 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 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 2.31(d)[reserved]; sixth, to the payment of any amounts owing to the Borrowers, the Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers or any Lender or the 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 the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 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 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 2.31(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 7 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.14 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 the Issuing Lender L/C Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.15; fourth, as the 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 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 under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderL/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 2.31(d)2.15; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender L/C 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 Loans or L/C Disbursements Obligations 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 Section 4.2 7.1 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Revolving Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Revolving Credit Commitments under the applicable facility Revolving Credit without giving effect to Section 2.31(a)(iv)2.14(a)(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 Cash Collateral pursuant to this Section 2.31(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 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 10.09 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 the Issuing L/C Issuer or Swing Line Lender hereunder; third, to cash collateralize the Issuing LenderCash Collateralize L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.16; fourth, as the 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 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 LenderCash Collateralize 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 2.31(d)2.16; sixth, to the payment of any amounts owing to the Lenders Lenders, L/C Issuer or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, L/C Issuer or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements 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 Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(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 2.31(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 Article 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.15; fourth, as the 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 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 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 2.31(d)2.15; sixth, to the payment of any amounts owing to the Lenders Lenders, or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, or the 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements Letter of Credit Exposure 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 Section 4.2 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Disbursements Letter of Credit Exposure owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Disbursements Letter of Credit Exposure owed to, such Defaulting Lender until such time as all Loans Advances and L/C Exposure funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 2.31(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 any Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative any Agent from a Defaulting Lender pursuant to Section 9.7 SECTION 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 the Issuing Banks or Swingline Lender hereunder; third, to cash collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan (which specific Loan shall be determined by the Administrative Agent) 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 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 Lender’s 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 2.31(d); sixth, to the payment of any amounts owing to the Lenders or Revolving Lenders, the Issuing Banks or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Non-Defaulting Lender, any Issuing Bank or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements (including any Loans made pursuant to SECTION 2.13(e)) 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 Section 4.2 SECTION 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Letter of Credit Outstandings owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit Outstandings owed to, such Defaulting Lender until such time as all Revolving Credit Loans and L/C Exposure funded and unfunded participations in Letter of Credit Outstandings and Swingline Loans are held by the Revolving Lenders pro rata in accordance with the Commitments under the applicable facility their Revolving Commitment Percentages hereunder without giving effect to Section 2.31(a)(ivSECTION 2.26(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 2.31(a)(iiSECTION 2.26(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Revolving 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 7 11 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing Lender any Letter of Credit Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderLetter of Credit Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.08(g); fourth, as the applicable 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 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 LenderLetter 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 2.31(d2.08(g); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Letter of Credit Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements 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 in Section 4.2 7.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Borrowings owed to, all Lenders that are not non-Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Borrowings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Borrowings are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 or otherwise) or received by made available to the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.8 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 the Issuing Swingline Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Exposure of the Swingline Lender with respect to such Defaulting Lender in accordance with Section 2.31(d)2.15; fourth, as the Borrower Company 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 the BorrowerCompany, 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 Cash Collateralize the Issuing Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit Swingline Loans issued under this Agreement, in accordance with Section 2.31(d)2.15; sixth, to the payment of any amounts owing to the Lenders or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements funded participations in 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 Swingline Loans were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements funded participations in Swingline Loans owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements funded participations in Swingline Loans owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.9 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 any 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 Issuing Swingline Lender hereunder; third, to cash collateralize the each Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; 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 Lender’s 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 2.31(d); sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, any Issuing Bank or the Issuing 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 the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements Letter of Credit 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 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Letter of Credit Outstandings owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit Outstandings owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv8.13(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 2.31(a)(ii8.13(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 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the any Issuing Bank or any Swingline Lender hereunder; third, to cash collateralize the Cash Collateralize each Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with the manner described in Section 2.31(d2.09(a); fourth, as the 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 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 Cash Collateralize each Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with the manner described in Section 2.31(d2.09(a); sixth, to the payment of any amounts owing to the Lenders, Issuing Banks or Swingline Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, any Issuing Bank or the Issuing any 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements reimbursement obligations in respect of any LC Disbursement for 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 Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements reimbursement obligations in respect of any LC Disbursement that is owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements reimbursement obligations in respect of any LC Disbursement that is owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the applicable Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.19(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 Cash Collateral pursuant to this Section 2.31(a)(ii2.19(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 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing Lender hereunderLC Issuers; third, to cash collateralize Cash Collateralize the Issuing Lender’s LC Issuers’ Fronting Exposure with respect to such Defaulting Lender on a pro rata basis in accordance with Section 2.31(d2.22(d); fourth, as the 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 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 Lender’s 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 2.31(d2.22(d); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender LC Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, if so long as payment on account of any amount owing determined by the Administrative Agent, distributed to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against Lenders other than the Defaulting Lender required until the ratio of the Outstanding Credit Exposure of such Lenders to be paid under the seventh clause above has been madeAggregate 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; and ninth, 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 L/C Disbursements Facility LC 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 relevant Facility LCs were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, Credit Extensions of all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, Credit Extensions of such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in LC Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by otherwise and including any amounts made available to the Administrative Agent from a that Defaulting Lender pursuant to Section 9.7 shall 10.09 shall, following application by the Administrative Agent of any such payment by or on behalf of the Borrower to the account of such Defaulting Lender with respect to such Obligation paid (and in lieu of being distributed to such Defaulting Lender pursuant to Section 2.12(a) or such other provision of this Agreement applicable with respect to the distribution thereof), 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 the Issuing any L/C Issuer or any Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by a L/C Issuer (and after giving effect to cash collateralize the Issuing LenderSection 2.16(a)(iv) and any Cash Collateral then held), to be held as Cash Collateral for such L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.03(g); fourth, as the 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, or so long as determined the amount of the Cash Collateral at such time is equal to the actual Fronting Exposure at such time, to substitute for and release to the Borrower on a dollar-for-dollar basis, Cash Collateral previously provided by the Borrower with respect to the applicable Defaulting Lender (subject to documentation in form and substance reasonably satisfactory to the Administrative AgentAgent and the applicable L/C Issuer or the applicable Swing Line Lender, as the case may be, and such substituted amounts otherwise satisfying the requirements to constitute Cash Collateral hereunder); fifth, if so determined by the Administrative Agent and the Borrower, to be held in a an interest bearing deposit account and released pro rata in order to (x) satisfy such obligations of that Defaulting Lender’s potential future funding obligations with respect to fund Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s L/C 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 2.31(d2.03(g); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or Swing Line Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the L/C Issuers or the Issuing 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 the Borrower hereunder or as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that that, with respect to this clause eighth, if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Credit Extensions 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 Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Credit Extensions owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Credit Extensions owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility Facility without giving effect to Section 2.31(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 2.31(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 7 Article 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 11.01 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 the Issuing LC Issuer or Swing Line Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderLC Issuer’s Fronting LC Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the 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, if so determined by the Administrative Agent and 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 LenderLC Issuer’s future Fronting LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d); sixth, to the payment of any amounts owing to the Lenders Lenders, the LC Issuer or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the LC Issuer or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate sharePro Rata Share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations in respect of Letters of Credit owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations in respect of Letters of Credit owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to clause (iii) of this Section 2.31(a)(iv2.26(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 Cash Collateral pursuant to this Section 2.31(a)(ii2.26(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 Agent for the account of such any Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.06 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 the Swingline Lender and any Issuing Lender Bank hereunder; third, to cash collateralize the Cash Collateralize each Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.23(k); fourth, as the Borrower Administrative Loan Party 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 BorrowerAdministrative Loan Party, 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 Cash Collateralize each Issuing LenderBank’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 2.31(d2.23(k); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the any Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements 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 Section 4.2 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit are held by the Revolving Credit Lenders pro rata in accordance with the Revolving Credit Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.23(j). 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 2.31(a)(ii) 2.26 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 7 Article X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 3.3. 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 hereunderhereunder (other than in respect of Letters of Credit); 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 the Issuing Administrative Agent in respect of Letters of Credit hereunder or the Swingline Lender hereunder; third, in the case of a Defaulting Lender that is a Revolving Lender, to cash collateralize Cash Collateralize the Issuing LenderAdministrative Agent’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the 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 Borrower, to be held in a deposit account and released pro rata in order to (x) in the case of a Defaulting Lender that is a Revolving Lender, to satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Loans under this Agreement and (y) cash collateralize in the Issuing case of a Defaulting Lender that is a Revolving Lender, Cash Collateralize the Administrative Agent’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 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders Lenders, the Administrative Agent or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the Administrative Agent or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 of either Class or amounts required to have been funded by the Revolving Lenders under Section 2.5.(j) in respect of Letters of Credit (such amounts “L/C 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 Section 4.2 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of such Class of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders of the applicable Class on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans of such Class and, as applicable, funded and L/C Exposure unfunded participations in Letter of Credit Liabilities and Swingline Loans, are held by the Revolving Lenders pro rata in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.31(a)(ivthe immediately following subsection (d)) and all Term Loans are held by the Term Loan Lenders pro rata as if there had been no Defaulting Lenders of such Class. 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 2.31(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 hereunder for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 ARTICLE VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing Lender Banks hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.21; fourth, as the 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 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 Lender’s 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 2.31(d)2.21; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the any Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C 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 Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C LC Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C LC Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in LC Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing Bank or Swingline Lender hereunder; third, to cash collateralize the Cash Collateralize Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with the manner described in Section 2.31(d2.09(a); fourth, as the 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 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 Cash Collateralize Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with the manner described in Section 2.31(d2.09(a); sixth, to the payment of any amounts owing to the Lenders Lenders, Issuing Bank or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, Issuing Bank or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements reimbursement obligations in respect of any LC Disbursement for 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 Section 4.2 4.02 were satisfied or and waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements reimbursement obligations in respect of any LC Disbursement that is owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements reimbursement obligations in respect of any LC Disbursement that is owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the applicable Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.19(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 Cash Collateral pursuant to this Section 2.31(a)(ii2.19(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 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing Bank or Swingline Lender hereunder; third, to cash collateralize the Cash Collateralize Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with the manner described in Section 2.31(d2.09(a); fourth, as the 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 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 Cash Collateralize Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with the manner described in Section 2.31(d2.09(a); sixth, to the payment of any amounts owing to the Lenders Lenders, Issuing Bank or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, Issuing Bank or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements reimbursement obligations in respect of any LC Disbursement for 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 Section 4.2 4.02 were satisfied or and waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements reimbursement obligations in respect of any LC Disbursement that is owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements reimbursement obligations in respect of any LC Disbursement that is owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the applicable Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.18(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 Cash Collateral pursuant to this Section 2.31(a)(ii2.18(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 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 11.08 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 the Issuing Lender L/C Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.14; fourth, as the 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 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 Cash Collateralize the Issuing LenderL/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 2.31(d)2.14; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the L/C Issuer or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise as 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 (x1) such payment is a payment of the principal amount of any Loans or L/C Disbursements Borrowings 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 Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv2.15(a)(v). 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 2.31(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 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 7 Article XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 3.3 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 the Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the 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 the BorrowerBorrowers, 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 LenderBank’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 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 amounts owing by such Defaulting Lender under Section 2.4(j) in respect of Letters of Credit (such amounts “L/C 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 Section 4.2 Article VI were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities are held by the Revolving Lenders pro rata in accordance with the Commitments under the applicable facility their respective Commitment Percentages (determined without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.06 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 the any Issuing Lender Bank hereunder; , third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.05(j); , fourth, as the 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 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 Lender’s 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 2.31(d2.05(j); , sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 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 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 2.31(a)(ii) 2.22 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 7 Article XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 3.3 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 the Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the 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 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 LenderBank’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 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements amounts owing by such Defaulting Lender under Section 2.4(j) in respect of Letters of Credit (such amounts “Letter of Credit 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 Section 4.2 Article V were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Letter of Credit Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Letter of Credit Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities are held by the Revolving Lenders pro rata in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing L/C Issuer or Swingline Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.13; fourth, as the 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 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 LenderL/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 2.31(d)2.13; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender L/C 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements 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 Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Revolving Credit Commitments under the applicable facility hereunder without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.4, 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 hereunderhereunder in connection with its role as Administrative Agent; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunderAdministrative Agent in connection with fronting exposure for Swingline Advances or Letters of Credit; third, to cash collateralize the Issuing Administrative Agent’s exposure in connection with the Defaulting Lender’s Fronting Exposure Pro Rata Share of any issued Letters of Credit with respect to such Defaulting Lender in accordance with Section 2.31(d13.4(e); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Credit Extension 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 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 Credit Extensions under this Agreement and (y) cash collateralize the Issuing LenderAdministrative Agent’s future Fronting Exposure Letter of Credit fronting exposure with respect to such Defaulting Lender with respect to future Lenders’ Pro Rata Share of Letters of Credit to be issued in the future under this Agreement, in accordance with Section 2.31(d13.4(e); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Administrative Agent as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Administrative Agent 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, if so long as payment on account of any amount owing determined by the Administrative Agent, distributed to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against Lenders other than the Defaulting Lender required until the ratio of the Pro Rata Share of outstanding Credit Extensions of such Lenders to be paid under the seventh clause above has been madeaggregate outstanding Credit Extensions equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Credit Extensions or participations in Letters of Credit or Swingline Advances; and ninth, 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 Credit Extensions or L/C Disbursements Letter of Credit issuances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans Credit Extensions were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, Credit Extensions of all Lenders that are not non-Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, Credit Extensions of such Defaulting Lender until such time as all Loans Credit Extensions and L/C Exposure funded and unfunded participations in Letters of Credit and Swingline Advances are held by the Lenders pro rata in accordance with the Credit Commitments under the applicable facility without giving effect to Section 2.31(a)(iv13.4(b)(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 Collateral pursuant to this Section 2.31(a)(ii13.4(b)(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 7 Article XI. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the 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 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 LenderBank’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 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements amounts owing by such Defaulting Lender under Section 2.3.(j) in respect of 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 Section 4.2 Article VI. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Letter of Credit Liabilities owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit Liabilities owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities are held by the Revolving Lenders pro rata in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 Article XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.2 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 hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing L/C Issuer or Swing Line Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the 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 Borrower, to be held in a an 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 Cash Collateralize the Issuing LenderL/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 2.31(d); sixth, to the payment of any amounts owing to the Lenders Lenders, the L/C Issuer or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the L/C Issuer or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements 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 Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely first to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv2.9.1(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 2.31(a)(ii2.9.1(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 7 Article VI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.4 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 the Issuing Lender Fronting Banks hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.24; fourth, as the 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 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 Lender’s Fronting 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 2.31(d)2.24; sixth, to the payment of any amounts owing to the Lenders Banks or the Issuing Lender Fronting Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender Bank or the Issuing Lender Fronting 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements LC 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 Section 4.2 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Letter of Credit Usage owed to, all Lenders that are not non-Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit Usage owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Usage are held by the Lenders Banks pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv9.16(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 2.31(a)(ii9.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender 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 7 Article 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 11.01 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 the Issuing LC Issuer or Swing Line Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderLC Issuer’s Fronting LC Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the 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, if so determined by the Administrative Agent and 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 LenderLC Issuer’s future Fronting LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d); sixth, to the payment of any amounts owing to the Lenders Lenders, the LC Issuer or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the LC Issuer or the Issuing 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 Unmatured Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate sharePro Rata Share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations in respect of Letters of Credit owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations in respect of Letters of Credit owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to clause (iii) of this Section 2.31(a)(iv2.26(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 Cash Collateral pursuant to this Section 2.31(a)(ii2.26(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 Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing L/C Issuers or Swing Line Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.14; fourth, as the 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 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 Lender’s L/C 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 2.31(d)2.14; sixth, to the payment of any amounts owing to the Lenders Lenders, the L/C Issuers or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, any L/C Issuer or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements 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 Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 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 7 Article XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the any Issuing Lender Bank hereunder; third, to cash collateralize the Cash Collateralize any Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the 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 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 Cash Collateralize any Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future applicable Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the any Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 amounts owing by such Defaulting Lender under Section 2.3(j) in respect of Letters of Credit (such amounts “L/C 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 Section 4.2 Article VI were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities are held by the Revolving Credit Lenders pro rata in accordance with the Commitments under the applicable facility their respective Revolving Credit Commitment Percentages (determined without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 Article 10 or otherwise) ), or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 10.2, 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 the any Issuing Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)5.12; fourth, as the Borrower Borrowing Agent 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 BorrowerBorrowing Agent, 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 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 2.31(d)5.12; sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, the 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 the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C 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 Section 4.2 7.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Letter of Credit Borrowings owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit Borrowing owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility Facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 each Issuing Bank or the Issuing Lender hereunderSwingline Lender; third, to cash collateralize the Cash Collateralize each Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.05(n); fourth, as the 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 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 LenderBank’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 2.31(d2.05(n); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C 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 Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C LC Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C LC Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing Lender any L/C Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.14; fourth, as the 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 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 Lender’s L/C 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 2.31(d)2.14; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender any L/C 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements 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 Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 amount (whether voluntary or mandatory, at maturity, pursuant to Section 7 9 or otherwise) or received by , and including any amounts made available to the Administrative Agent from a by that Defaulting Lender pursuant to Section 9.7 11.3), 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such that Defaulting Lender to the Issuing Bank or the Swingline Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.15; fourth, as the 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 that 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 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 Cash Collateralize the Issuing LenderBank’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 2.31(d)2.15; sixth, to the payment of any amounts owing to the Lenders Lenders, the Issuing Bank or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the Issuing Bank or the Issuing Swingline Lender against such that Defaulting Lender as a result of such that 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 the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such that 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 L/C Disbursements Letter of Credit Borrowings in respect of which such that Defaulting Lender has not fully funded its appropriate share, share and (y) such Loans or Letter of Credit Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and L/C Disbursements Letter of Credit Borrowings owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit Borrowings owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the their Revolving Commitments under the applicable facility without giving effect to Section 2.31(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 2.31(a)(ii2.16(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by such that 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 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 10.09 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 the Issuing Lender Banks hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.14; fourth, as the 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 Borrower, to be held in a deposit account Cash 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 Cash Collateralize the Issuing LenderBank’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 2.31(d)2.14; sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate shareApplicable Percentage, and (y) such Loans were made or the related Letters of Credit were issued at a time when the applicable conditions set forth in Section 4.2 Article IV were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Revolving Credit Commitments under the applicable facility hereunder without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 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 7 Article X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.3. 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, 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 the any Issuing Bank or any Swingline Lender hereunder; third, in the case of a Defaulting Lender that is a Revolving Lender, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure Exposures with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the 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, in the case of a Defaulting Lender that is a Revolving Lender, if so determined by the Administrative Agent and 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 Lender’s 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 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders Lenders, the Issuing Banks or the Issuing Lender Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, any Issuing Bank or the Issuing any 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 of a Class (other than Bid Rate Loans) or amounts owing by such Defaulting Lender under Section 2.3.(j) in respect of Letters of Credit (such amounts “L/C Disbursements Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans (other than Bid Rate Loans) were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of such Class (other than Bid Rate Loans) of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders of the applicable Class on a pro rata basis prior to being applied to the payment of any Loans (other than Bid Rate Loans) of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans of such Class (other than Bid Rate Loans) and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities and Swingline Loans are held by the Revolving Lenders pro rata in accordance with the Commitments under the applicable facility their respective Commitment Percentages (determined without giving effect to Section 2.31(a)(iv)subsection (d) of this Section) and all Term Loans of each Class are held by the Term Loan Lenders of such Class pro rata as if there had been no Defaulting Lenders of such Class. 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 2.31(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 7 Article XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.2 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 hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing L/C Issuer or Swing Line Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the 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 Borrower, to be held in a an 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 Cash Collateralize the Issuing LenderL/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 2.31(d); sixth, to the payment of any amounts owing to the Lenders Lenders, the L/C Issuer or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the L/C Issuer or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements 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 Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely first to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv2.9.1(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 2.31(a)(ii2.9.1(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 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.06 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 the any Issuing Lender Bank hereunder; , third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.05(j); , fourth, as the Borrower Agent 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 BorrowerBorrower Agent, 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 Lender’s 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 2.31(d2.05(j); , sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 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 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 2.31(a)(ii) 2.22 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 7 Article XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the 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 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 LenderBank’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 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 amounts owing by such Defaulting Lender under Section 2.4(j) in respect of Letters of Credit (such amounts “L/C 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 Section 4.2 Article V were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities are held by the Lenders pro rata in accordance with the Commitments under the applicable facility their respective Commitment Percentages (determined without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 13.7 hereto 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 the Issuing Lender any L/C Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.14; fourth, as the 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 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 LenderL/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 2.31(d)2.14; sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender L/C 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C 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 were issued at a time when the conditions set forth in Section 4.2 7.1 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with their Percentages of the relevant Commitments under the applicable facility without giving effect to Section 2.31(a)(iv)2.13(a)(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 Cash Collateral pursuant to this Section 2.31(a)(ii2.13(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 fees, indemnity payments or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 ARTICLE 10 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 13.01 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 the Issuing each Fronting Letter of Credit Lender hereunder; third, to cash collateralize the Issuing Cash Collateralize each Fronting Letter of Credit Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)5.10; fourth, as the Borrower Parent may request (so long as no Default or Event of Default exists), to the funding of any Loan Accommodation 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 BorrowerParent, 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 Accommodations under this Agreement and (y) cash collateralize the Issuing Cash Collateralize each Fronting Letter of Credit 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 2.31(d)5.10; sixth, to the payment of any amounts owing to the Lenders or the Issuing each Fronting Letter of Credit Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Fronting Letter of Credit 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 the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 Accommodations or L/C Disbursements Letter of Credit Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans Accommodations were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 herein were satisfied or waived, such payment shall be applied solely to pay the Loans ofAccommodations made by, and L/C Disbursements Letter of Credit Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans ofAccommodations made by, or L/C Disbursements Letter of Credit Obligations owed to, such Defaulting Lender until such time as all Loans Accommodations and L/C Exposure funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the their applicable Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.12(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 2.31(a)(ii2.12(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 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 7 Article IX. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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, 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 Issuing Bank or the Issuing Swingline Lender hereunder; third, in the case of a Defaulting Lender that is a Revolving Lender, to cash collateralize the Cash Collateralize any Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the 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, in the case of a Defaulting Lender that is a Revolving Lender, if so determined by the Administrative Agent and 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 Cash Collateralize any Issuing LenderBank’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 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders Lenders, the Issuing Banks or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, any Issuing Bank or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 amounts owing by such Defaulting Lender under Section 2.5.(j) in respect of Letters of Credit (such amounts “L/C 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 Section 4.2 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Non‑Defaulting Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities and Swingline Loans are held by the Lenders on a pro rata basis in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages and Term Loan Commitment Percentages, as applicable, (determined without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 Xxxxxx (whether voluntary or mandatory, at maturity, pursuant to Section 7 11 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing Lender any Letter of Credit Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderLetter of Credit Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.08(g); fourth, as the 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 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 LenderLetter 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 2.31(d2.08(g); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Letter of Credit Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements 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 in Section 4.2 7.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Borrowings owed to, all Lenders that are not non-Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Borrowings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Borrowings are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.08(j); fourth, as the 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 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 LenderBank’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 2.31(d2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C 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 Section 4.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C LC Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C LC Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C LC Exposure are is held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 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 7 Article X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.3. 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 the Issuing Lender Banks hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure Exposures with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the 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 the BorrowerCompany, 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 Lender’s 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 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the any Issuing 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 or Event of Default exists, to the payment of any amounts owing to the a Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 amounts owing by such Defaulting Lender under Section 2.4.(j) in respect of Letters of Credit (such amounts, “L/C 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 Section 4.2 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Revolving Loans and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities are held by the Lenders pro rata in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.31(a)(ivthe immediately following subsection (d)) are held by the Lenders pro rata as if there had been no Lenders that are 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 2.31(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 Article 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 7.04 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 hereunderAgent; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunder; third, on a pro rata basis, to cash collateralize Cash Collateralize the Issuing Lender’s 's Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.07(h); fourth, as the 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 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 Advances under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s '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 2.31(d2.07(h); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C 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 Section 4.2 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Disbursements Letter of Credit Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Disbursements Letter of Credit Obligations owed to, such Defaulting Lender until such time as all Loans Advances and L/C Exposure funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility Facility without giving effect to Section 2.31(a)(iv2.16(a)(vi). 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 2.31(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 7 Article VI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 Issuing Bank or the Issuing Lender Swing Line Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderBanks’s Fronting Exposure with respect to such Defaulting Lender in accordance with this Section 2.31(d)2.15; fourth, as the 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 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 LenderBanks’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section 2.31(d)2.15; sixth, to the payment of any amounts owing to the Lenders Lenders, the Issuing Banks or the Issuing Lender Swing Line Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, any Issuing Bank or the Issuing Lender Swing Line 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements 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 Section 4.2 3.03 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans Advances and funded and unfunded participations in L/C Exposure Obligations and Swing Line Advances are held by the Lenders pro rata in accordance with the Commitments under the applicable facility Facility without giving effect to Section 2.31(a)(iv2.15(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 2.31(a)(ii2.15(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 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 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 the Issuing Lender hereunder; third, to cash collateralize the Issuing theIssuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d); fourth2.31(d);fourth, as the 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 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 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 2.31(d); sixth2.31(d);sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 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 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 2.31(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 7 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 11.2 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 the Issuing Lender Lenders hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Lenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.8; fourth, as the 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 Credit Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, 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 Cash Collateralize the Issuing Lender’s Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, Credit Agreement in accordance with the procedures set forth in Section 2.31(d)2.3; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Lenders 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 or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements 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 Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements LOC Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements LOC Obligations owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in LOC Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv11.9(a)(iv). Any ; 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 2.31(a)(ii11.9(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 7 11 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing Lender any Letter of Credit Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderLetter of Credit Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.08(g); fourth, as the applicable 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 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 LenderLetter 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 2.31(d2.08(g); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Letter of Credit Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements 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 in Section 4.2 7.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Borrowings owed to, all Lenders that are not non-Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Borrowings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Borrowings are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.. 61

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 7 Article X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 3.3. 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, 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 the Issuing Bank or the Swingline Lender hereunder; third, in the case of a Defaulting Lender that is a Revolving Lender, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the 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, in the case of a Defaulting Lender that is a Revolving Lender, if so determined by the Administrative Agent and 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 under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderBank’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 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders Lenders, the Issuing Bank or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the Issuing Bank or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 amounts owing by such Defaulting Lender under Section 2.3.(j) in respect of Letters of Credit (such amounts “L/C 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 Section 4.2 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.31(a)(ivthe immediately following subsection (d)) and Term Loan Percentages, 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 Cash Collateral pursuant to this Section 2.31(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 7 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 subsection 11.7 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 the Issuing Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection 3.13; fourth, as the 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 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 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 2.31(d)subsection 3.13; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements Obligation 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 Section 4.2 subsection 6.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility Revolving Credit Commitment Percentages without giving effect to Section 2.31(a)(ivsubsection 4.18(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 Cash Collateral pursuant to this Section 2.31(a)(iisubsection 4.18(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 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing Lender Bank hereunder; third, to cash collateralize the Cash Collateralize Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with the manner described in Section 2.31(d2.09(a); fourth, as the Borrower may request (so long as no Specified 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 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 Cash Collateralize Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with the manner described in Section 2.31(d2.09(a); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting LenderXxxxxx’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements reimbursement obligations in respect of any LC Disbursement for 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 Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements reimbursement obligations in respect of any LC Disbursement that is owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements reimbursement obligations in respect of any LC Disbursement that is owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit are held by the Lenders pro rata in accordance with the applicable Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.19(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 Cash Collateral pursuant to this Section 2.31(a)(ii2.19(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 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 7 Article XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing Lender Banks hereunder; third, to cash collateralize the Cash Collateralize each Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the 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 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 Cash Collateralize each Issuing LenderBank’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 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the any Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 amounts owing by such Defaulting Lender under Section 2.4(g) in respect of Letters of Credit (such amounts “L/C 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 Section 4.2 Article VI were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv)as if there had been no Lenders that were 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 2.31(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 7 Article VI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 10.05 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 the Issuing Lender hereunderBanks; third, to cash collateralize Cash Collateralize the Fronting Exposure of the Issuing Lender’s Fronting Exposure Banks with respect to such Defaulting Lender in accordance with Section 2.31(d)2.18; fourth, as the each Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance or funded participation in any Letter of Credit 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 applicable 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 Advances and funded participations in Letters of Credit under this Agreement and (yB) cash collateralize the Cash Collateralize any Issuing LenderBank’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 2.31(d)2.18; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 Advances or L/C 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 Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Disbursements funded participations in Letters of Credit owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Disbursements funded participations in Letters of Credit owed to, such Defaulting Lender until such time as all Loans Advances and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the US Revolving Commitments under the applicable facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 16.1 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 the any Issuing Lender or Swing Lender hereunder; third, to provide cash collateralize collateral for the Issuing Lender’s Lenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.13(e) below; fourth, as the Administrative Borrower may request (so long as no Default or Event of Default existsexists or has occurred and is 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 the Administrative 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 Revolving Loans (including Swing Loans, Protective Advances and Overadvances) under this Agreement and (yB) provide cash collateralize collateral for the benefit of Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender Lenders with respect to future Letters Fronting Exposure of Credit issued under this Agreement, in accordance with Section 2.31(d)Issuing Lenders; sixth, to the payment of any amounts owing to Lenders, the Issuing Lenders or the Issuing Lender Swing Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, the Issuing Lender Lenders or Swing 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 existsshall exist or have occurred and be continuing, to the payment of any amounts owing to the Borrower Parent as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Parent against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that provided, that, if (xA) such payment is a payment of the principal amount of any Revolving Loans or L/C Letter of Credit Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (yB) such Revolving Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 3.2 were satisfied or and waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C Letter of Credit Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C Letter of Credit Disbursements owed to, such Defaulting Lender until such time as all Revolving Loans and L/C Exposure funded and unfunded participations in Obligations in respect of Letters of Credit and Swing Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.13(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 pursuant to this Section 2.31(a)(ii2.13(e) 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 7 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the any Issuing Lender Bank hereunder; third, to cash collateralize the Issuing Lender’s Banks’ Fronting Exposure Exposures with respect to such Defaulting Lender in accordance with Section 2.31(d2.08(j); fourth, as the 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 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 Lender’s 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 2.31(d2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 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 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 2.31(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.49

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 7 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the any Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.08(j); fourth, as the 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 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 Cash Collateralize the Issuing Lender’s 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 2.31(d2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 Loans or L/C LC Disbursements 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 Section 4.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C LC Disbursements owed to, all Lenders that are not non-Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C LC Disbursements owed to, such Defaulting Lender until such time as all Revolving Loans and L/C LC Exposure are is held by the Lenders pro rata in accordance with the Commitments under the applicable facility Facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 ARTICLE VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 SECTION 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 the Issuing Bank or Swingline Lender hereunder; third, to cash collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; 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 LenderBank’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 2.31(d); sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the Issuing Bank or the Issuing 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 the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C 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 Section 4.2 SECTION 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Letter of Credit Outstandings owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit Outstandings owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Outstandings and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(ivSECTION 8.15(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 2.31(a)(iiSECTION 8.15(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 any Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.06 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 the Swingline Lender and any Issuing Lender Bank hereunder; third, to cash collateralize the Cash Collateralize each Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.23(k); fourth, as the 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 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 Cash Collateralize each Issuing LenderBank’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 2.31(d2.23(k); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the any Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 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 Section 4.2 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit are held by the Revolving Credit Lenders pro rata in accordance with the Revolving Credit Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.23(j). 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 2.31(a)(ii) 2.26 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 7 8 or otherwise) 62 or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the any Issuing Lender or any Swing Line Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Lenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the 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 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 Lender’s Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Lenders or the Issuing Lender Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the Issuing Lenders or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C 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 were issued at a time when the conditions set forth in Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility Facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(a)(ii2.24(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 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing any L/C Issuer or Swing Line Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Committed Loans 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 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 Committed Borrowings under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s L/C 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 2.31(d); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender L/C Issuers or Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing any L/C Issuer or 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 Committed Loan or L/C Disbursements Advance in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (y) such Committed Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Committed Loans of, and L/C Disbursements Advance owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Committed Loans of, or L/C Disbursements Advances owed to, such Defaulting Lender until such time as all Committed Loans and funded and unfunded participations in L/C Exposure Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.15(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 2.31(a)(ii2.15(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 Agent for the account of such any Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article 8 or otherwise) ), or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 by exercise of right of set-off, 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; Agents hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender hereunder; Bank hereunder; third, to cash collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d); 4.10(a); fourth, as the Borrower Loan Parties 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; Agent; fifth, if so determined agreed by the Administrative Agent and the BorrowerLoan Parties, 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 Lender’s 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 2.31(d); 4.10(a); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Loan Parties as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Loan Parties against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C 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 were issued at a time when the conditions set forth in Section 4.2 7.02 or Section 7.03, as applicable, were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv4.10(a)(i). 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 2.31(a)(ii4.10(d) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents heretohereto (and the amounts thus applied or held shall discharge any corresponding obligations of the Loan Parties relating thereto).

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 7 Article VII or otherwise) ), or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.8, 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 the any Issuing Lender hereunderBank; third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure Exposures with respect to such Defaulting Lender in accordance with Section 2.31(d)2.20; fourth, as the 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 BorrowerBorrowers, to be held in a deposit account as Cash Collateral and released pro rata in such order as the Administrative Agent shall determine in order to satisfy (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and Agreement, (y) cash collateralize the Issuing Lender’s 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 2.31(d)2.20; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (y) such Loans were made made, or the related Letters of Credit were issued issued, at a time when the conditions set forth in Section 4.2 4.4 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C LC Disbursements owed to, to all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans ofLoans, or L/C Disbursements owed toLC Disbursements, of such Defaulting Lender until such time as all Loans and L/C funded and unfunded participations in LC Exposure and Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility Facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 7.04 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 the Issuing Lender hereunder; third, to cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.07; fourth, as the 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 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 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 2.31(d)2.07; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements Letters of Credit 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 Section 4.2 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Disbursements Letters of Credit owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Disbursements Letters of Credit owed to, such Defaulting Lender until such time as all Loans loans and L/C Exposure funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 2.31(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 7 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 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 the Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.09(j); fourth, as the 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 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 LenderBank’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 2.31(d2.09(j); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements repayment of any Letter 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 Section 4.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Letter of Credit obligations owed to, all Lenders that are not non-Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit obligations owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.10(c)(i). 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 2.31(a)(ii) 2.10 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 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.06 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 the any Issuing Lender Bank hereunder; , third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.05(j); , fourth, as the 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 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 Lender’s 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 2.31(d2.05(j); , sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 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 Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 2.31(a)(ii) 2.22 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.. 134

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 7 Article X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 3.3. 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 hereunderhereunder (other than in respect of Letters of Credit); 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 the Issuing Administrative Agent in respect of Letters of Credit hereunder or the Swingline Lender hereunder; third, in the case of a Defaulting Lender that is a Revolving Lender, to cash collateralize Cash Collateralize the Issuing LenderAdministrative Agent’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the 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 Borrower, to be held in a deposit account and released pro rata in order to (x) in the case of a Defaulting Lender that is a Revolving Lender, to satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Loans under this Agreement and (y) cash collateralize in the Issuing case of a Defaulting Lender that is a Revolving Lender, Cash Collateralize the Administrative Agent’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 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders Lenders, the Administrative Agent or the Issuing Swingline 4889-7534-3155, v. 14 Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the Administrative Agent or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 of either Class or amounts required to have been funded by the Revolving Lenders under Section 2.5.(j) in respect of Letters of Credit (such amounts “L/C 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 Section 4.2 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of such Class of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders of the applicable Class on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans of such Class and, as applicable, funded and L/C Exposure unfunded participations in Letter of Credit Liabilities and Swingline Loans, are held by the Revolving Lenders pro rata in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.31(a)(ivthe immediately following subsection (d)) and all Term Loans are held by the Term Loan Lenders pro rata as if there had been no Defaulting Lenders of such Class. 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 2.31(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 7 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the any Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.08(k); fourth, as the Borrower may request (so long as no Default or Event of Default then 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 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 Lender’s 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 2.31(d2.08(k); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower any Group Member as a result of any judgment of a court of competent jurisdiction obtained by the Borrower such Group Member against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C 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 Section 4.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C LC Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C LC Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C funded and unfunded participations in LC Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.09(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 2.31(a)(ii2.09(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 7 Article 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 11.01 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 the Issuing LC Issuer or Swing Line Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderLC Issuer’s Fronting LC Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the 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, if so determined by the Administrative Agent and 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 LenderLC Issuer’s future Fronting LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d); sixth, to the payment of any amounts owing to the Lenders Lenders, the LC Issuer or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the LC Issuer or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate sharePro Rata Share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations in respect of Letters of Credit owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations in respect of Letters of Credit owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to clause (iii) of this Section 2.31(a)(iv2.26(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 Cash Collateral pursuant to this Section 2.31(a)(ii2.26(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 Agent hereunder for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 6.02 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the any Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.15(d); fourth, as the 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 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 Lender’s 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 2.31(d2.15(d); sixth, to the payment of any amounts owing to the Lenders or and the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements Unreimbursed Amounts 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 Section 4.2 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Disbursements Unreimbursed Amounts owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Disbursements Unreimbursed Amounts owed to, such Defaulting Lender until such time as all Loans Advances and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility Facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.9 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 the Issuing Swingline Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Exposure of the Swingline Lender with respect to such Defaulting Lender in accordance with Section 2.31(d)2.15; fourth, as the 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 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 Cash Collateralize the Issuing Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit Swingline Loans issued under this Agreement, in accordance with Section 2.31(d)2.15; sixth, to the payment of any amounts owing to the Lenders or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, 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 L/C Disbursements funded participations in 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 Swingline Loans were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements funded participations in Swingline Loans owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements funded participations in Swingline Loans owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(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 Cash Collateral pursuant to this Section 2.31(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 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 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 the Issuing L/C Issuers or Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any L/C Issuer or Swing Line Lender or the Borrower, to cash collateralize the Issuing Lender’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of such Defaulting Lender of any participation in accordance any Swing Line Loan or Letter of Credit, except to the extent not permitted under the terms of any agreement (without giving effect to any provision thereof permitting a general basket of liens) to which the Borrower is a party or is bound (other than any agreement entered into with Section 2.31(dan Affiliate in which the Borrower has agreed to any such restriction for the benefit of such Affiliate); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which 47354535_7 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 Borrower, to be held in a deposit account and released pro 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 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 2.31(d); sixth, to the payment of any amounts owing to the Lenders Lenders, L/C Issuers or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, any L/C Issuer or the Issuing 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such that Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such that 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 L/C Disbursements Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (y) such Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Borrowings owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Borrowings owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(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 2.31(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.