Common use of Reallocation of Payments Clause in Contracts

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 or otherwise), 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventh, if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; eighth, to the payment of any amounts owing to the Lenders, the Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tenth, to 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 Advances or L/C Advances in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances or L/C Advances were made at a time when the conditions set forth in Section 3.3 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans owed to, that Defaulting Lender. 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 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the any Issuing Banks Bank or Swingline Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested by any Issuing BankBank or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Advance or Letter of Credit; sixthfourth, as the Company Parent Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyParent Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans Advances under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline Lender or this Issuing Banks Parties as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank Party against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company any Loan Party as a result of any judgment of a court of competent jurisdiction obtained by the Company such Loan Party against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances or L/C Advances Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances or L/C Advances Borrowings were made at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Loans Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Loans Borrowings owed to, that Defaulting Lender. 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 2.16(a)(ii2.14(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks L/C Issuer or Swingline Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby the L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline L/C Issuer or the Swing Line Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swing Line Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Borrowings were made at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Borrowings owed to, that Defaulting Lender. 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 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08) (excluding Cash Collateral), 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any L/C Issuer or the Issuing Banks or Swingline Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by the CompanyCollateralize each L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect or Event of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy obligations of that Defaulting Lender to fund Loans under this Agreement and (y) 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 2.16; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline L/C Issuers or the Swing Line Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Borrowings owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise), shall will be applied at such time or times as may be determined by the Administrative Agent as follows: : (i) first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; ; (ii) second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks Bank or Swingline Lender hereunder; ; (iii) third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any by the Issuing BankBank or Swingline Lender, to be held as Cash Collateral cash collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Credit; sixth; (iv) fourth, as the Company Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Advance Revolving Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventh; (v) fifth, if so determined by the Administrative Agent and the CompanyBorrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender to fund Revolving Loans under this Agreement; eighth; (vi) sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, the Issuing Bank or Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninth; (vii) seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrowers against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and tenthand (viii) eighth, to that 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 Advances Loans or L/C Advances Disbursements in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Advances or L/C Advances were made at a time when the conditions set forth in Section 3.3 were satisfied or waivedshare, such payment shall will be applied solely to pay the Loans of, and L/C Loans Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Disbursements owed to, that such Defaulting Lender. Any payments, prepayments payments 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 2.16(a)(ii2.23(1)(b) shall will be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any Subject to the last sentence of Section 2.11(f), any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to 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 that Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Revolving Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the each Issuing Banks Bank or Swingline Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by cash collateralize the CompanyDefaulting Lender Fronting Exposure of each Issuing Bank; fourth, as the Company Borrower may request (so long as no Default has occurred and is continuing), to fund any Loan in respect or Event of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, in the case of a Revolving Lender, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline Swing Line Lender or this the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Swing Line Lender or such Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances relevant Loans, Swing Line Loans or L/C Advances in respect of which that LC Disbursements and such Lender is a Defaulting Lender has not fully funded its appropriate share and under clause (ya) such Advances or L/C Advances were made at a time when of the conditions set forth in Section 3.3 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the Loans and Swing Line Loans of, and L/C Loans LC Disbursements owed to, all the relevant non-Defaulting Lenders on a pro rata basis prior to being applied pursuant to the payment of any Loans of, or L/C Loans owed to, that Defaulting LenderSection 2.05(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 2.16(a)(ii2.05(j) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees (to the extent required to be paid by the Borrowers under Section 2.17(a)(iii)) or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 IX or otherwiseotherwise or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.09), 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks L/C Issuer or Swingline Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by Collateralize the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), L/C Issuer’s Fronting Exposure with respect to fund any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.52.16; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixthfourth, as the Company may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the 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 2.16; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline L/C Issuer or Swing Line Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swing Line Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default exists, to the payment of any amounts owing to the Company Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances or L/C Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.3 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts amount received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby the Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of CreditSwing Line Loan; sixthfourth, as the Company any Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the Companyeach Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline Swing Line Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Swing Line Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that provided, that, if (x) such payment is a payment of the principal amount of any Advances or L/C Advances Loans in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances or L/C Advances Loans were made at a time when the conditions set forth in Section 3.3 5.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and L/C Loans owed to, of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans owed to, of that Defaulting Lender. 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 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees fees, indemnity payments or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 ARTICLE VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender hereunderBanks; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any by an Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Default exists)request, to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest interest- bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, Lenders or the Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or any Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default existsseventh, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances LC Disbursement in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances LC Disbursements were made at a time when the conditions set forth in Section 3.3 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans LC Disbursements owed to, that Defaulting Lender. 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 2.16(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement or the other Loan Documents (whether voluntary or mandatory, at maturity, pursuant to Article 8 Section 8.01 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender L/C Issuer hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby the L/C Issuer, to be held as Cash Collateral deemed provided by such Defaulting Lender for future funding obligations of that Defaulting Lender with respect to outstanding L/C Obligations, with a corresponding release of any participation in Cash Collateral provided by the Borrower and/or reversal of any Letter of Creditreallocations made among the Lenders with respect to such L/C Obligations pursuant to Section 2.22(a)(iv); sixthfourth, as the Company Borrower may request (so long as no Default or Unmatured Default exists), to the funding of any Advance Revolving Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account (other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (provided that such Cash Collateral shall be invested solely in investments that provide for preservation of capital)) and released in order to satisfy obligations of that Defaulting Lender to fund Revolving Loans under this AgreementAgreement and/or to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; eighthsixth, to the payment of any amounts owing to the Lenders, Lenders or the Swingline Lender or this Issuing Banks L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank the L/C Issuer against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Unmatured Default exists, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Revolving Loans or L/C Advances Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Revolving Loans or L/C Advances Borrowings were made at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely first to pay the Revolving Loans of, and L/C Loans Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans owed to, that Defaulting Lenderas set forth above in this sub-clause (ii). 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 2.16(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 or otherwise), 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting LenderXxxxxx’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventh, if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; eighth, to the payment of any amounts owing to the Lenders, the Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tenth, to 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 Advances or L/C Advances in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances or L/C Advances were made at a time when the conditions set forth in Section 3.3 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans owed to, that Defaulting Lender. 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 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement any Loan Document (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 11.09), 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks L/C Issuer or Swingline the Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by Collateralize the CompanyL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.17; fourth, as the Company Borrowers may request (so long as no Default has occurred and is continuing), to fund any Loan in respect or Event of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the 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 2.17; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline L/C Issuer or Swing Line Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swing Line Lender or Issuing Bank against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrowers against that such Defaulting Lender as a result of that such Defaulting Lender’s 's breach of its obligations under this Agreement; and tentheighth, to that 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 Advances Loans or L/C Advances Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Advances or L/C Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Obligations owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.18(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.18(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise), shall will be applied at such time or times as may be determined by the Administrative Agent as follows: : (i) first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; ; (ii) second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks Bank or Swingline Lender hereunder; ; (iii) third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any by the Issuing BankBank or Swingline Lender, to be held as Cash Collateral cash collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Credit; sixth; (iv) fourth, as the Company Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Revolving Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventh; (v) fifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender to fund Revolving Loans under this Agreement; eighth; (vi) sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, the Issuing Bank or Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninth; (vii) seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and tenthand (viii) eighth, to that 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 Advances Loans or L/C Advances Disbursements in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Advances or L/C Advances were made at a time when the conditions set forth in Section 3.3 were satisfied or waivedshare, such payment shall will be applied solely to pay the Loans of, and L/C Loans Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Disbursements owed to, that such Defaulting Lender. Any payments, prepayments payments 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 2.16(a)(ii2.26(1)(b) shall will be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement or the other Loan Documents (whether voluntary or mandatory, at maturity, pursuant to Article 8 Section 8.01 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankthe Swing Line Lender, to be held as Cash Collateral cash collateral deemed provided by such Defaulting Lender for future funding obligations of that Defaulting Lender with respect to any existing or future participating interest in any Swing Line Loan, with a corresponding reversal of any participation in any Letter of Creditreallocations made among the Lenders with respect to Swing Line Loans pursuant to 2.20(a)(iv); sixthfourth, as the Company WBA may request (so long as no Default or Unmatured Default exists), to the funding of any Advance Loan or participation in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyWBA, to be held in a non-interest bearing deposit account (other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (provided that such cash collateral shall be invested solely in investments that provide for preservation of capital)) and released in order to satisfy obligations of that Defaulting Lender to fund Loans or participations under this AgreementAgreement and/or to be held as cash collateral for future obligations of that Defaulting Lender of any participation in any Swing Line Loan; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline Lenders or Swing Line Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank the Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Unmatured Default exists, to the payment of any amounts owing to the Company applicable Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances funded participations in Swing Line Loans in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans (or L/C Advances Swing Line Loans) were made at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely first to pay the Loans of, and L/C Swing Line Borrowings or funded participations in Swing Line Loans owed to, to all non-Defaulting Lenders on a pro rata basis prior to being applied to amounts owing to any Defaulting Lender until such time as all Loans and funded and unfunded participations in Swing Line Loans are held by the payment of any Loans of, or L/C Loans owed to, that Defaulting LenderLenders pro rata in accordance with their respective Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.16(a)(ii2.20(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender L/C Issuer hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby the L/C Issuer, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Default existsor Event of Default exists and is continuing), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, Lenders or the Swingline Lender or this Issuing Banks L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank the L/C Issuer against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default existsor Event of Default exists and is continuing, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Borrowings were made at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Borrowings owed to, that Defaulting Lender. 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 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement Bank (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Bank pursuant to Section 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 that Defaulting Lender Bank to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender Bank to the any Issuing Banks or Swingline Lender Bank hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), cash collateralize LC Exposure with respect to fund any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations Bank in accordance with Section 10.5this Section; fifthfourth, if so determined by the Administrative Agent or requested any Issuing BankAgent, to be held as Cash Collateral cash collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of CreditBank; sixthfifth, as the Company Borrower may request (so long as no Default exists), to the funding of any Advance in respect of which that Defaulting Lender Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhsixth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to (x) satisfy obligations of that Defaulting Lender Bank to fund Loans Advances under this Agreement and (y) cash collateralize future LC Exposure with respect to such Defaulting Bank with respect to future Letters of Credit issued under this Agreement, in accordance with this Section; eighthseventh, to the payment of any amounts owing to the Lenders, Banks or the Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender Bank or Issuing Bank against that Defaulting Lender Bank as a result of that Defaulting LenderBank’s breach of its obligations under this Agreement; nintheighth, so long as no Default exists, exists to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender Bank as a result of that Defaulting LenderBank’s breach of its obligations under this Agreement; and tenthninth, to that Defaulting Lender Bank 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 Advances or L/C Advances LC Disbursements in respect of which that Defaulting Lender Bank has not fully funded its appropriate share and (y) such Advances or L/C Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.3 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Loans LC Disbursements owed to, all non-Defaulting Lenders Banks on a pro rata basis in accordance with their applicable Commitment (computed without giving effect to the applicable Commitment of any Defaulting Bank) prior to being applied to the payment of any Loans of, Advances or L/C Loans LC Disbursements owed to, that Defaulting LenderBank until such time as all Advances and funded and unfunded participations in the Borrower’s obligations corresponding to such Defaulting Bank’s LC Exposure are held by the Banks pro rata in accordance with the Commitments without giving effect to clause (d) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender Bank that are applied (or held) to pay amounts owed by a Defaulting Lender Bank or to post Cash Collateral cash collateral pursuant to this Section 2.16(a)(ii2.18(b) shall be deemed paid to and redirected by that Defaulting LenderBank, and each Lender Bank irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that a Defaulting Lender under this Agreement Bank (whether voluntary or mandatory, at maturity, pursuant to Article 8 VI or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Bank pursuant to Section 8.5), shall be applied at such time or times as may be determined by the Administrative Agent as follows: : (i) first, to the payment of any amounts owing by that Defaulting Lender Bank to the Administrative Agent hereunder; ; (ii) second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender Bank to the Issuing Banks Applicable L/C Issuer or Swingline Lender hereunder; ; (iii) third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby an Applicable L/C Issuer or Swingline Lender, to be held as Cash Collateral cash collateral for existing or future funding obligations of that Defaulting Lender Bank of any participation in any Swingline Loan or Letter of Credit; sixth, as the Company case may be (and for purposes of this Section 2.19, each such type of letter of credit, as the context shall require, an “Applicable Letter of Credit”); (iv) fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance credit extension in respect of which that Defaulting Lender Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventh; (v) fifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy funding and participation obligations of that Defaulting Lender to fund Loans Bank under this Agreement; eighth; (vi) sixth, to the payment of any amounts owing to the LendersApplicable Banks, the Applicable L/C Issuers or Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting LenderBank’s breach of its obligations under this Agreement; ninth; (vii) seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company against that Defaulting Lender Borrower as a result of that Defaulting LenderBank’s breach of its obligations under this Agreement; and tenthand (viii) eighth, to that Defaulting Lender Bank 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 Advances loans or Applicable L/C Advances Obligations in respect of which that Defaulting Lender Bank has not fully funded its appropriate share and (y) such Advances loans or L/C Advances obligations were made at a time when the conditions set forth in Section 3.3 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans loans of, and L/C Loans such obligations owed to, all respective non-Defaulting Lenders Banks on a pro rata basis prior to being applied to the payment of any Loans loans of, or L/C Loans such obligations owed to, that Defaulting LenderBank. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender Bank that are applied (or held) to pay amounts owed by a Defaulting Lender Bank or to post Cash Collateral cash collateral pursuant to this Section 2.16(a)(ii2.19(d) shall be deemed paid to and redirected by that Defaulting LenderBank, and each Lender Applicable Bank irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent under this Agreement for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks an L/C Issuer or Swingline a Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby an L/C Issuer, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, 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 of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the 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 2.16; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline Lender L/C Issuers or this Issuing Banks the Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, an L/C Issuer or a Swing Line Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default existsseventh, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (yB) such Advances Loans or L/C Advances Borrowings were made at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Borrowings owed to, that Defaulting Lender. 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 2.16(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VI or otherwise, and including any amounts made available to the Administrative Agent by such Defaulting Lender pursuant to Section 8.05), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the any Issuing Banks Bank or Swingline Lender Swing Line Bank hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any by an Issuing Bank or Swing Line Bank, to be held as Cash Collateral cash collateral for future funding obligations of that such Defaulting Lender of with respect to any participation in any Swing Line Advance or Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Default exists), to the funding of any Advance in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy obligations of that such Defaulting Lender to fund Loans Advances under this AgreementAgreement and (y) be held as cash collateral for future funding obligations of such Defaulting Lender with respect to any participation in any Swing Line Advances and/or Letter of Credit Advances; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline Lender any Issuing Bank or this Issuing Banks Swing Line Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, any Issuing Bank or Swing Line Bank against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default exists, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to that 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 Advances or L/C Letter of Credit Advances in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Advances or L/C Letter of Credit Advances were made at a time when the conditions set forth in Section 3.3 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Loans Letter of Credit Advances owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Loans Letter of Credit Advances owed to, that such Defaulting Lender, until such time as all Advances and funded and unfunded participations in Letter of Credit Advances and Swing Line Advances are held by the Lender Parties pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 2.15(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 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 7 or otherwise, and including any amounts made available to the Administrative Agent by such Defaulting Lender pursuant to Section 10.6), 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 that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks or Swingline Lender hereunder; third, to repay any Cash Collateral contributed if so determined by the CompanyAdministrative Agent or requested by the Issuing Banks or Swingline Lender, to be held as Collateral for future funding obligations of such Defaulting Lender of any participation in any Swingline Loan or Letter of Credit; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect or Event of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender to fund Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Banks or Swingline Lender or Issuing Bank against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company a Credit Party as a result of any judgment of a court of competent jurisdiction obtained by the Company such Credit Party against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to that 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 Advances Loans or L/C Advances Reimbursement Obligations in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Reimbursement Obligations were made at a time when the conditions set forth in Section 3.3 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Reimbursement Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Reimbursement Obligations owed to, that such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or heldheld to be applied) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.19(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and such Defaulting Lender shall have no recourse to any Credit Party for the payment of such amounts, and each Lender irrevocably consents heretohereto and the application of such payments in accordance with this Section shall not constitute an Event of Default or a Default, and no payment of principal of or interest on the Loans of such Defaulting Lender shall be considered to be overdue for purposes of any Credit Document, if, had such payments been applied without regard to this Section, no such Event of Default or Default would have occurred and no such payment of principal of or interest on the Loans of such Defaulting Lender would have been overdue.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts amount received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 2.13 or Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks any L/C Issuer or Swingline Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by Collateralize the Companyapplicable L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Company may request (so long as no Default has occurred or Event of Default exists and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the Company (with respect to the Company, so long as no Default or Event of Default exists and is continuing), 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 of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the applicable 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 2.14; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline any L/C Issuer or any Swing Line Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or any Swing Line Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that provided, that, if (x) such payment is a payment of the principal amount of any Advances Loans or L/C Advances Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Borrowings were made at a time when the conditions set forth in Section 3.3 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Borrowings owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the applicable Commitments hereunder without giving effect to Section 2.15(b). 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 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 §11 or otherwise, and including any amounts made available to the Administrative Agent by such Defaulting Lender pursuant to §12), 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 that such Defaulting Lender to the Administrative Agent Agent, in its capacity as Administrative Agent, hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the applicable Issuing Banks Bank or Swingline Lender the Administrative Agent, in its capacity as issuer of Swing Line Loans, hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any by the applicable Issuing Bank, to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender to fund Loans under this Credit Agreement; eighthsixth, to the payment of any amounts owing to the Borrower, the Lenders, the Swingline Lender or this Issuing Banks or the Administrative Agent as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, any Issuing Bank or the Administrative Agent against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; and tenthseventh, to that 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 Advances Loans or L/C Advances Unpaid Reimbursement Obligation in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Unpaid Reimbursement Obligations were made at a time when the conditions set forth in Section 3.3 §10 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Unpaid Reimbursement Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Unpaid Reimbursement Obligations owed to, that such Defaulting Lender. 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 2.16(a)(ii§4.16(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, or otherwise, and including any amounts made available to the Administrative Agent for the account of such Defaulting Lender pursuant to Article 8 or otherwiseSection 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 that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks or Bank and/or the Swingline Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any by the Issuing BankBank and/or the Swingline Lender, to be held as Cash Collateral cash collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy obligations of that such Defaulting Lender to fund Loans under this AgreementAgreement and (y) be held as cash collateral for future funding obligations of such Defaulting Lender of any participation in any Swingline Loan or Letter of Credit; eighthsixth, to the payment of any amounts owing to the Administrative Agent, the Lenders, the Issuing Bank or Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company Administrative Agent, any Lender, the Issuing Bank or Swingline Lender against that such Defaulting Lender as a result of that 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 tentheighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xi) such payment is a payment of the principal amount of any Advances Revolving Loans or L/C Advances funded participations in Swingline Loans or Letters of Credit in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Advances Revolving Loans or L/C Advances funded participations in Swingline Loans or Letters of Credit were made at a time when the conditions set forth in Section 3.3 4.01 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C funded participations in Swingline Loans or Letters of Credit owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C funded participations in Swingline Loans or Letters of Credit owed to, that such Defaulting Lender. 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 2.16(a)(ii2.27(b) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that (iii) AMERICAS/2023306744.4 Defaulting Lender under this Agreement Bank (whether voluntary or mandatory, at maturity, pursuant to Article 8 Section 11 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Bank pursuant to Section 12), 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 that Defaulting Lender Bank to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender Bank to the Issuing Swing Banks or Swingline Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing by a Swing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender Bank of any participation in any Letter of CreditSwing Loan; sixthfourth, as the Company Borrowers may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender Bank has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender Bank to fund Loans under this Credit Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline Lender Banks or this Issuing Swing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender Bank or Issuing Swing Bank against that Defaulting Lender Bank as a result of that Defaulting LenderBank’s breach of its obligations under this Credit Agreement; ninthseventh, so long as no Default exists, to the payment of any amounts owing to the Company a Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company such Borrower against that Defaulting Lender Bank as a result of that Defaulting LenderBank’s breach of its obligations under this Credit Agreement; and tentheighth, to that Defaulting Lender Bank 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 Advances or L/C Advances Loans in respect of which that Defaulting Lender Bank has not fully funded its appropriate share and (y) such Advances or L/C Advances Loans were made at a time when the conditions set forth in Section 3.3 10 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans owed to, of all non-Defaulting Lenders Banks on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans owed to, of that Defaulting LenderBank. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender Bank that are applied (or held) to pay amounts owed by a Defaulting Lender Bank or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.13.1(ii) shall be deemed paid to and redirected by that Defaulting LenderBank, and each Lender Bank irrevocably consents hereto. Subject to Section 32, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a Non-Defaulting Bank as a result of such Non-Defaulting Bank’s increased exposure following such reallocation.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent under this Agreement for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks an L/C Issuer or Swingline a Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby an L/C Issuer, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest non‑interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the 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 2.16; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline Lender L/C Issuers or this Issuing Banks the Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, an L/C Issuer or a Swing Line Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default existsseventh, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to that 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 Advances Loans or L/C Advances Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (yB) such Advances Loans or L/C Advances Borrowings were made at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Borrowings owed to, all non-Defaulting non‑Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Borrowings owed to, that Defaulting Lender. 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 2.16(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent under this Agreement for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 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 that Defaulting Lender to the Administrative Agent hereunderhereunder (including, for the avoidance of doubt, amounts owing in respect of any Extraordinary Advance); second, to the Swing Lender to the extent of any Swing Loans that were made by the Swing Lender and that were required to be, but were not, paid by the Defaulting Lender; third, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender an L/C Issuer hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby an L/C Issuer, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixthfifth, as the Company Parent Borrower may request (so long as no Default exists), to the funding of any Advance Revolving Credit Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhsixth, if so determined by the Administrative Agent and the CompanyParent Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Revolving Credit Loans under this Agreement; eighthseventh, to the payment of any amounts owing to the Lenders, Lenders and the Swingline Lender or this Issuing Banks L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank an L/C Issuer against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default existseighth, to the payment of any amounts owing to the Company Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tenthninth, to 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 Advances Loans or L/C Advances Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Borrowings were made at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, or such Loans are Extraordinary Advances, such payment shall be applied solely to pay the Revolving Credit Loans of, and L/C Loans Borrowings and participation obligations with respect to Extraordinary Advances owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Credit Loans of, or L/C Loans Borrowings or participations with respect to Extraordinary Advances owed to, that Defaulting Lender. 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 2.16(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks Fronting Bank or Swingline Lender Swing Line Lenders hereunder; third, if such Defaulting Lender is an MC Lender, to repay any Cash Collateral contributed by Collateralize the Company; Fronting Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.23, fourth, as the Company Borrower may request (so long as no Default has occurred and is continuingor Event of Default exists), to fund the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this AgreementAgreement (such unfunded amounts to be determined by the Administrative Agent, or to reimburse in consultation with the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5Borrower); fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventh, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-an interest bearing deposit account and released in order to (x) satisfy obligations of that Defaulting Lender to fund Loans under this Agreement and (y) if such Defaulting Lender is an MC Lender, Cash Collateralize the Fronting Bank’s future Fronting Exposure and such Defaulting Lender’s future L/C Obligations with respect to Several Letters of Credit issued under this Agreement, in accordance with Section 2.09; eighthsixth, in the case of a Defaulting Lender under any Facility, to the payment of any amounts owing to the other Lenders, the Swingline Lender or this Issuing Banks Several L/C Agent and the Fronting Bank under such Facility (including the Swing Line Lenders) as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank under such Facility (including the Swing Line Lenders) against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default existsseventh, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to that 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 Advances Loans or L/C Advances under any Facility in respect of which that Defaulting Lender has not fully funded its appropriate share and (yB) such Advances or L/C Advances Loans were made or Letters of Credit were issued at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and or L/C Loans Obligations owed to, all non-Defaulting Lenders under the applicable Facility on a pro rata basis (and ratably among all applicable Facilities computed in accordance with the Defaulting Lenders’ respective funding deficiencies) prior to being applied to the payment of any Loans of, or L/C Loans Obligations owed to, that Defaulting LenderLender under the applicable Facility until such time as all Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the MC Commitments or USD Commitments, as applicable, hereunder without giving effect to Section 2.24(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 2.16(a)(ii2.24(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement or the other Loan Documents (whether voluntary or mandatory, at maturity, pursuant to Article 8 Section 8.01 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender L/C Issuer hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby the L/C Issuer, to be held as Cash Collateral deemed provided by such Defaulting Lender for future funding obligations of that Defaulting Lender with respect to outstanding L/C Obligations, with a corresponding release of any participation in Cash Collateral provided by the applicable Borrower and/or reversal of any Letter of Creditreallocations made among the Lenders with respect to such L/C Obligations pursuant to Section 2.22(a)(iv); sixthfourth, as the Company Parent may request (so long as no Default or Unmatured Default exists), to the funding of any Advance Revolving Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyParent, to be held in a non-interest bearing deposit account (other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (provided that such Cash Collateral shall be invested solely in investments that provide for preservation of capital)) and released in order to satisfy obligations of that Defaulting Lender to fund Revolving Loans under this AgreementAgreement and/or to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; eighthsixth, to the payment of any amounts owing to the Lenders, Lenders or the Swingline Lender or this Issuing Banks L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank the L/C Issuer against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Unmatured Default exists, to the payment of any amounts owing to the Company applicable Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Revolving Loans or L/C Advances Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Revolving Loans or L/C Advances Borrowings were made at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely first to pay the Revolving Loans of, and L/C Loans Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans owed to, that Defaulting Lenderas set forth above in this sub-clause (ii). 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 2.16(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Section 5.02(f) or Article 8 XI or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.09), 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender Letter of Credit Issuer hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby the Letter of Credit Issuer, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of CreditCredit Participations; sixthfourth, as the Company Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-non- interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender Lender’s potential future funding with respect to fund Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, Lenders or the Swingline Lender or this Issuing Banks Letter of Credit Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank the Letter of Credit Issuer against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided provided, that if (x) such payment is a payment of the principal amount of any Advances Loans or L/C Advances Letter of Credit Exposure in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances a Revolving Credit Loan to reimburse a Drawing were made at a time when the conditions set forth in Section 3.3 7.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Revolving Credit Loan to reimburse a Drawing owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Revolving Credit Loan to reimburse a Drawing owed to, that Defaulting LenderLender until such time as all Loans and funded and unfunded participations in Letter of Credit Exposure are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.15(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 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Credit Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 Section 7.01 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any by the applicable Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixthfourth, as the Company may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Credit Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, Lenders or the Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or any Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; ninthseventh, so long as no Default exists, to the payment of any amounts owing to the Company Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; and tentheighth, to 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 Advances Loans or L/C Advances LC Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances LC Borrowings were made at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans LC Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans LC Borrowings owed to, that Defaulting Lender. 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 2.16(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 Section 6.02 or otherwise), subject to the proviso in Section 2.10(a)(ii), 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 that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks L/C Issuer or Swingline Lender hereunderthe Swing Line Lender; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby the L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Collateralize the L/C Issuer's Fronting Exposures with respect to such Defaulting Lender of any participation in any Letter of Creditaccordance with Section 2.16(c); sixthfourth, as if so requested by the Company may request Borrower (so long as no Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined agreed by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to (x) satisfy such Defaulting Lender's potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer's future Fronting Exposures with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16(c); eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline L/C Issuer or the Swing Line Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swing Line Lender or Issuing Bank against that Defaulting Lender as a result of that such Defaulting Lender’s 's breach of its obligations under this Agreement; ninthseventh, so long as no Default exists, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s 's breach of its obligations under this Agreement; and tentheighth, to that 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 Advances Loans or L/C Advances Borrowing in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Advances or L/C Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.3 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Borrowings owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Borrowings owed to, that such Defaulting Lender. 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 2.16(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise, and including any amounts made available to the Administrative Agent for the account of such Defaulting Lender pursuant to Section 10.04), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Administrative Agent or L/C Administrator hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender (including amounts owed in its capacity as a Participating Bank) to the Issuing Fronting Banks or Swingline and/or the Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby a Fronting Bank and/or the Swing Line Lender, to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swing Line Loan or Fronted Letter of CreditCredit or Several Letter of Credit as to which it is a Participating Bank; sixthfourth, as the Company Borrower may request (so long as no Default exists), to the funding of any Advance Loan or Cash Collateralization of any Several Letter of Credit in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender to fund Loans or Several Letters of Credit under this Agreement; eighthsixth, to the payment of any amounts owing to the Administrative Agent, the Lenders, the Swingline Fronting Banks or the Swing Line Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company Administrative Agent, any Lender, any Fronting Bank or the Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and tenthseventh, so long as no Default exists, to 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 Advances or L/C Advances in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances or L/C Advances were made at a time when the conditions set forth in Section 3.3 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans owed to, that Defaulting Lender. 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 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.the

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise), 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks L/C Issuers or Swingline Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the applicable L/C Issuer or Swing Line Lender, to repay any be held as Cash Collateral contributed by the Companyfor future funding obligations of that Defaulting Lender of any participation in any Letter of Credit or Swing Line Loan; fourth, as the Company Borrower may request (so long as no Default or Event of Default has occurred and is continuing), to fund the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse as reasonably determined by the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5Administrative Agent; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventh, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to (x) satisfy obligations of that such Defaulting Lender to fund Loans under this Agreement and (y) be held as Cash Collateral for funding obligations of such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.03; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline applicable L/C Issuer or Swing Line Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, L/C Issuer or Swing Line Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default existsor Event of Default has occurred and is continuing, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Borrowings were made at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Borrowings owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Borrowings owed to, that Defaulting Lender. 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 2.16(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement or the other Loan Documents (whether voluntary or mandatory, at maturity, pursuant to Article 8 Section 8.01 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender L/C Issuer hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby the L/C Issuer, to be held as Cash Collateral deemed provided by such Defaulting Lender for future funding obligations of that Defaulting Lender with respect to outstanding L/C Obligations, with a corresponding release of any participation in Cash Collateral provided by the applicable Borrower and/or reversal of any Letter of Creditreallocations made among the Lenders with respect to such L/C Obligations pursuant to Section 2.21(a)(iv); sixthfourth, as the Company WBA may request (so long as no Default or Unmatured Default exists), to the funding of any Advance Revolving Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyWBA, to be held in a non-interest bearing deposit account (other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (provided that such Cash Collateral shall be invested solely in investments that provide for preservation of capital)) and released in order to satisfy obligations of that Defaulting Lender to fund Revolving Loans under this AgreementAgreement and/or to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; eighthsixth, to the payment of any amounts owing to the Lenders, Lenders or the Swingline Lender or this Issuing Banks L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank the L/C Issuer against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Unmatured Default exists, to the payment of any amounts owing to the Company applicable Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Revolving Loans or L/C Advances Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Revolving Loans or L/C Advances Borrowings were made at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely first to pay the Revolving Loans of, and L/C Loans Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans owed to, that Defaulting Lenderas set forth above in this sub-clause (ii). 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 2.16(a)(ii2.21(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 7 or otherwise, and including any amounts made available to the Administrative Agent by such Defaulting Lender pursuant to Section 10.6), 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 that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks or Swingline Lender Lenders hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Banks or Swingline Lenders, to repay any be held as Cash Collateral contributed by the Companyfor future funding obligations of such Defaulting Lender of any participation in any Letter of Credit or for application as a prepayment on such Defaulting Lender’s participation in any Swingline Loan; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect or Event of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy obligations of that such Defaulting Lender to fund Loans under this Agreement and (y) be held as Cash Collateral with respect to future Letters of Credit issued under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline Lender or this Issuing Banks or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the Issuing Banks or Issuing Bank Swingline Lenders against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company a Credit Party as a result of any judgment of a court of competent jurisdiction obtained by the Company such Credit Party against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to that 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 Advances Loans or L/C Advances Reimbursement Obligations in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Reimbursement Obligations were made at a time when the conditions set forth in Section 3.3 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Reimbursement Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Reimbursement Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in Reimbursement Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.18(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or heldheld to be applied) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.18(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and such Defaulting Lender shall have no recourse to any Credit Party for the payment of such amounts, and each Lender irrevocably consents heretohereto and the application of such payments in accordance with this Section shall not constitute an Event of Default or a Default, and no payment of principal of or interest on the Loans of such Defaulting Lender shall be considered to be overdue for purposes of any Credit Document, if, had such payments been applied without regard to this Section, no such Event of Default or Default would have occurred and no such payment of principal of or interest on the Loans of such Defaulting Lender would have been overdue.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, or otherwise, and including any amounts made available to the Administrative Agent for the account of such Defaulting Lender pursuant to Article 8 or otherwiseSection 12.7(b)), shall reduce the Borrower’s obligations to such Defaulting Lender but 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 that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks or Lender and/or the Swingline Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any by the Issuing BankLender and/or the Swingline Lender, to be held as Cash Collateral for future funding obligations of that such Defaulting Lender in respect of any participation in any Swingline Loan or Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Revolving Default, Term Loan B Default, Revolving Event of Default or Term Loan B Event of Default exists), to the funding of any Advance Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to (A) satisfy obligations of that such Defaulting Lender to fund Loans under this Agreement and (B) Cash Collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit and Swingline Loans issued under this Agreement, in accordance with Section 2.28; eighthsixth, to the payment of any amounts owing to the Administrative Agent, the Lenders, the Issuing Lender or Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company Administrative Agent, any Lender, the Issuing Lender or Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Revolving Default, Term Loan B Default, Revolving Event of Default or Term Loan B 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 tentheighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xi) such payment is a payment of the principal amount of any Advances Revolving Loans or L/C Advances funded participations in Swingline Loans or Letters of Credit in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Advances Revolving Loans or L/C Advances funded participations in Swingline Loans or Letters of Credit were made at a time when the conditions set forth in Section 3.3 5.3 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C funded participations in Swingline Loans or Letters of Credit owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C funded participations in Swingline Loans or Letters of Credit owed to, that such Defaulting Lender. 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 2.16(a)(ii2.27(b) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, or otherwise, and including any amounts made available to the Administrative Agent for the account of such Defaulting Lender pursuant to Article 8 or otherwiseSection 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 that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks or Bank and/or the Swingline Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any by the Issuing BankBank and/or the Swingline Lender, to be held as Cash Collateral cash collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy obligations of that such Defaulting Lender to fund Loans under this AgreementAgreement and (y) be held as cash collateral for future funding obligations of such Defaulting Lender of any participation in any Swingline Loan or Letter of Credit; eighthsixth, to the payment of any amounts owing to the Administrative Agent, the Lenders, the Issuing Bank or Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company Administrative Agent, any Lender, the Issuing Bank or Swingline Lender against that such Defaulting Lender as a result of that 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 tentheighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; , provided that if (xi) such payment is a payment of the principal amount of any Advances Revolving Loans or L/C Advances funded participations in Swingline Loans or Letters of Credit in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Advances Revolving Loans or L/C Advances funded participations in Swingline Loans or Letters of Credit were made at a time when the conditions set forth in Section 3.3 4.01 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C funded participations in Swingline Loans or Letters of Credit owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C funded participations in Swingline Loans or Letters of Credit owed to, that such Defaulting Lender. 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 2.16(a)(ii2.27(b) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender hereunder; third, to repay any Cash Collateral contributed by Collateralize the CompanyIssuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.05(j)(iii); fourth, as the Company Borrower may request (so long as no Default has occurred and is continuing), to fund any Loan in respect or Event of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, 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 of that Defaulting Lender with respect to fund Loans under this AgreementAgreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement in accordance with Section 2.05(j)(iii); eighthsixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, any Issuing Bank or Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances LC Disbursements in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances LC Disbursements were made at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans LC Disbursements owed to, that Defaulting LenderLender until such time as all Loans and funded and unfunded participations in LC Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Applicable Percentages of the Lenders without giving effect to Section 2.16(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 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 ARTICLE VIII or otherwise, and including any amounts made available to the Administrative Agent for the account of such Defaulting Lender pursuant to Section 10.04), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Administrative Agent or L/C Administrator hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender (including amounts owed in its capacity as a Participating Bank) to the Issuing Fronting Banks or Swingline and/or the Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby a Fronting Bank and/or the Swing Line Lender, to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swing Line Loan or Fronted Letter of CreditCredit or Several Letter of Credit as to which it is a Participating Bank; sixthfourth, as the Company Borrower may request (so long as no Default exists), to the funding of any Advance Loan or Cash Collateralization of any Several Letter of Credit in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender to fund Loans or Several Letters of Credit under this Agreement; eighthsixth, to the payment of any amounts owing to the Administrative Agent, the Lenders, the Swingline Fronting Banks or the Swing Line Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent, any Lender, any Fronting Bank or the Swing Line Lender or Issuing Bank against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default exists, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xi) such payment is a payment of the principal amount of any Advances Revolving Loans or L/C Advances funded participations in Swing Line Loans or Letters of Credit in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Advances or L/C Advances were made at a time when the conditions set forth in Section 3.3 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans owed to, that Defaulting Lender. 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 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.57 13227198v7 27112.00011

Reallocation of Payments. Any payment of principal, interest, fees fees, indemnity payments or other amounts received by the applicable Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VII or otherwise, and including any amounts made available to such Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by the such Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the applicable Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender hereunderBank; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Revolving Facility Administrative Agent or requested any by the Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Default exists)request, to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent Agents and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, Lenders or the Swingline Lender or this Issuing Banks Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default existsseventh, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances LC Disbursement in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances LC Disbursements were made at a time when the conditions set forth in Section 3.3 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans LC Disbursements owed to, all non-non- Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans LC Disbursements owed to, that Defaulting Lender. 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 2.16(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent under this Agreement for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks an L/C Issuer or Swingline a Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby an L/C Issuer, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, 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 of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the 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 2.16; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline Lender L/C Issuers or this Issuing Banks the Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, an L/C Issuer or a Swing Line Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default existsseventh, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to that 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 Advances Loans or L/C Advances Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances or L/C Advances were made at a time when the conditions set forth in Section 3.3 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans owed to, that Defaulting Lender. 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 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.and

Reallocation of Payments. Any payment of principal, interest, fees or other amounts amount received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 2.13 or Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks any L/C Issuer or Swingline Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by Collateralize the Companyapplicable L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Company may request (so long as no Default has occurred or Event of Default exists and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the Company (with respect to the Company, so long as no Default or Event of Default exists and is continuing), 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 of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the applicable 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 2.14; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline any L/C Issuer or any Swing Line Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or any Swing Line Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that provided, that, if (x) such payment is a payment of the principal amount of any Advances Loans or L/C Advances Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Borrowings were made at a time when the conditions set forth in Section 3.3 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Borrowings owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the applicable Commitments hereunder without giving effect to Section 2.15(b). 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 2.16(a)(ii2.142.15(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender Fronting Bank hereunder; third, to repay any Cash Collateral contributed by Collateralize the CompanyFronting Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.19; fourth, fourth as the Company Borrower may request (so long as no Default has occurred and is continuingor Event of Default exists), to fund the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this AgreementAgreement (such unfunded amounts to be determined by the Administrative Agent, or to reimburse in consultation with the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5Borrower); fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventh, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-an interest bearing deposit account and released in order to (x) satisfy obligations of that Defaulting Lender to fund Loans under this Agreement and (y) Cash Collateralize the Fronting Bank’s future Fronting Exposure and such Defaulting Lender’s future L/C Obligations with respect to Several Letters of Credit issued under this Agreement, in accordance with Section 2.19; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline Lender Several L/C Agent, or this Issuing Banks the Fronting Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the Several L/C Agent or Issuing the Fronting Bank against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default existsseventh, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to that 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 Advances Loans or L/C Advances in respect of which that Defaulting Lender has not fully funded its appropriate share and (yB) such Advances or L/C Advances Loans were made or the Letters of Credit were issued at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.20(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.20(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 11.08), 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks L/C Issuers or Swingline Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any L/C Issuer or Swing Line Lender, to repay any be held as Cash Collateral contributed by the Companyfor future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Company may request (so long as no Default has occurred and is continuingexists), to fund the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline L/C Issuers or Swing Line Lender or this Issuing Banks as a result of any final and nonappealable judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or Swing Line Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default exists, to the payment of any amounts owing to the Company as a result of any final and nonappealable judgment of a court of competent jurisdiction obtained by the Company against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Borrowings were made at a time when the conditions set forth in Section 3.3 4.04 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Borrowings owed to, that Defaulting Lender. 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 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 11.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Defaulting Lender which is a Multicurrency Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks Bank or Swingline Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by in the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect case of which that a Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting which is a Multicurrency Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any by the Issuing BankBank or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; sixthfourth, as the Company may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline Issuing Bank or Swing Line Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, the Issuing Bank or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances or L/C Advances Loans in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances or L/C Advances Loans were made at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans owed to, of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans owed to, of that Defaulting Lender. 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 2.16(a)(ii2.18(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 10.08), shall be applied applied, subject to any applicable requirements of Law, at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, pro rata, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks or Swingline Lender L/C Issuer hereunder; third, to repay any Cash Collateral contributed if so determined by the CompanyAgent or requested by an L/C Issuer, to be held in such account as cash collateral for future funding obligations of the Defaulting Lender of any participating interest in any Letter of Credit; fourth, as to the Company may request (so long as no Default has occurred and is continuing), to fund funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit such account and released in order to satisfy as cash collateral for future funding obligations of that the Defaulting Lender to fund of any Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline Lender or in respect of obligations under this Issuing Banks Agreement, an L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank Lender, such L/C Issuer against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default existsseventh, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is (x) such payment is a payment prepayment of the principal amount of any Advances Loans or L/C Advances Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share participation obligations and (y) such Advances or L/C Advances were made at a time when the conditions set forth in Section 3.3 were satisfied or waived4.02 are satisfied, such payment shall be applied solely to pay prepay the Loans of, and L/C Loans Borrowing owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment prepayment of any Loans ofLoans, or L/C Loans Borrowings owed to, that any Defaulting Lender. 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 2.16(a)(ii) 2.14 shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.; and

Reallocation of Payments. Any payment of principal, interest, fees fees, indemnity payments or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 ARTICLE VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender hereunderBanks; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any by an Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Default exists)request, to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest interest-bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, Lenders or the Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or any Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default existsseventh, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances LC Disbursement in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances LC Disbursements were made at a time when the conditions set forth in Section 3.3 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans LC Disbursements owed to, that Defaulting Lender. 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 2.16(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent under such Revolving Credit Facility for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VI or otherwise, and including any amounts made available to such Administrative Agent by that Defaulting Lender pursuant to Section 10.05), shall be applied at such time or times as may be determined by the such Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the such Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any Issuing Bank in respect of such Revolving Credit Facility or (in the Issuing Banks or Swingline case of the US Revolving Credit Facility) the Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the such Administrative Agent or requested by any Issuing BankBank under such Revolving Credit Facility or (in the case of the US Revolving Credit Facility) the Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of CreditCredit under such Revolving Credit Facility or (in the case of the US Revolving Credit Facility) Swing Line Advance; sixthfourth, as the Company applicable Borrowers may request (so long as no Default existsor Event of Default has occurred and is continuing), to the funding of any Advance under such Revolving Credit Facility in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the such Administrative Agent; seventhfifth, if so determined by the such Administrative Agent and the Companyapplicable Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans Advances under such Revolving Credit Facility under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline Lender or this Issuing Banks under such Revolving Credit Facility or the (in the case of the US Revolving Credit Facility) Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, any Issuing Bank or the Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default existsor Event of Default has occurred and is continuing, to the payment of any amounts owing to the Company Borrowers under such Revolving Credit Facility as a result of any judgment of a court of competent jurisdiction obtained by the Company such Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances or L/C Advances in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances or L/C Advances were made at a time when the conditions set forth in Section 3.3 3.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans owed to, Advances of all non-Defaulting Lenders under such Revolving Credit Facility on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans owed to, Advances of that Defaulting Lender. 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 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement Bank (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Bank pursuant to Section 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 that Defaulting Lender Bank to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing BankAgent, to be held as Cash Collateral cash collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of CreditBank; sixththird, as the Company Borrower may request (so long as no Default exists), to the funding of any Advance in respect of which that Defaulting Lender Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfourth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender Bank to fund Loans Advances under this Agreement; eighthfifth, to the payment of any amounts owing to the Lenders, the Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank against that Defaulting Lender Bank as a result of that Defaulting LenderBank’s breach of its obligations under this Agreement; ninthsixth, so long as no Default exists, exists to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender Bank as a result of that Defaulting LenderBank’s breach of its obligations under this Agreement; and tenthseventh, to that Defaulting Lender Bank 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 Advances or L/C Advances in respect of which that Defaulting Lender Bank has not fully funded its appropriate share and (y) such Advances or L/C Advances were made at a time when the conditions set forth in Section 3.3 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans owed to, Advances of all non-Defaulting Lenders Banks on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Advances owed to, that Defaulting LenderBank. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender Bank that are applied (or held) to pay amounts owed by a Defaulting Lender Bank or to post Cash Collateral cash collateral pursuant to this Section 2.16(a)(ii2.18(b) shall be deemed paid to and redirected by that Defaulting LenderBank, and each Lender Bank irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article Section 8 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.4), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts (including fees and expenses) owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts (including fees and expenses) owing by that Defaulting Lender to the Issuing Banks or Swingline Lender L/C Issuer hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby the L/C Issuer, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the LendersLenders or the L/C Issuer or, the Swingline Lender so long as no Default or this Issuing Banks Event of Default exists, Borrower as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the L/C Issuer or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tenthseventh, to 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 Advances Loans or L/C Advances Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Borrowings were made at a time when the conditions set forth in Section 3.3 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Borrowings owed to, that Defaulting Lender. 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 2.16(a)(ii2.18(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 or otherwise), 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventh, if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; eighth, to the payment of any amounts owing to the Lenders, the Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tenth, to 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 Advances or L/C Advances in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances or L/C Advances were made at a time when the conditions set forth in Section 3.3 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans owed to, that Defaulting Lender. 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 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 7 or otherwise, and including any amounts made available to the Administrative Agent by such Defaulting Lender pursuant to Section 10.6), 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 that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks or Swingline Lender Lenders hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Banks or Swingline Lenders, to repay any be held as Cash Collateral contributed by the Companyfor future funding obligations of such Defaulting Lender of any participation in any Letter of Credit or for application as a prepayment on such Defaulting Lender’s participation in any Swingline Loan; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect or Event of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy obligations of that such Defaulting Lender to fund Loans under this Agreement and (y) be held as Cash Collateral with respect to future Letters of Credit issued under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline Lender or this Issuing Banks or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the Issuing Banks or Issuing Bank Swingline Lenders against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company a Credit Party as a result of any judgment of a court of competent jurisdiction obtained by the Company such Credit Party against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to that 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 Advances Loans or L/C Advances Reimbursement Obligations in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Reimbursement Obligations were made at a time when the conditions set forth in Section 3.3 4.3 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Reimbursement Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Reimbursement Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in Reimbursement Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.18(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or heldheld to be applied) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.18(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and such Defaulting Lender shall have no recourse to any Credit Party for the payment of such amounts, and each Lender irrevocably consents heretohereto and the application of such payments in accordance with this Section shall not constitute an Event of Default or a Default, and no payment of principal of or interest on the Loans of such Defaulting Lender shall be considered to be overdue for purposes of any Credit Document, if, had such payments been applied without regard to this Section, no such Event of Default or Default would have occurred and no such payment of principal of or interest on the Loans of such Defaulting Lender would have been overdue.

Reallocation of Payments. Any payment of principal, interest, fees fees(ii) or other amounts received by the Administrative Agent for the account of that a Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 ARTICLE VII or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks Bank or the Swingline Lender Lenders hereunder; third, to repay any Cash Collateral contributed if so determined by Administrative Agent or requested by the CompanyIssuing Bank or any Swingline Lender, to be held as cash collateral for - 74 - \\DC - 769032/000001 - 15799738 v7 future funding obligations of such Defaulting Lender of any participation in any outstanding and undrawn Letter of Credit; fourth, as the Company Borrower may request (so long as no Default has occurred and is continuingor Event of Default exists), to fund the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, or to reimburse the Company for any amounts paid as determined by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5Administrative Agent; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventh, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender to fund Loans under this Credit Agreement; eighthsixth, to the payment of any amounts owing to the non-Defaulting Lenders, the Issuing Bank or any Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, the Issuing Bank or any Swingline Lender against that such Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Credit Agreement; and tentheighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if if: (x) (A) such payment is a payment of the principal amount of any Advances Revolving Loans or L/C Advances Disbursements in respect of which that such Defaulting Lender has not fully funded its appropriate share share; and (yB) such Advances Revolving Loans or L/C Advances Disbursements were made at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C Loans Disbursements owed to, all non-Defaulting Lenders that are Revolving Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C Loans Disbursements owed to, that such Defaulting LenderLender until such time as all Revolving Loans and funded and unfunded participations in Letter of Credit Obligations and Swingline Loans are held by the Revolving Lenders pro rata in accordance with the Revolving Loan Applicable Percentages without giving effect to subsection (a)(iv) below and (y)(A) such payment is a payment of the principal amount of any Class of Term Loans in respect of which such Defaulting Lender has not fully funded its share, and (B) such Term Loans were made at a time when the conditions set forth in Section 4.24.02 were satisfied or waived, such payment shall be applied solely to pay the Term Loans of such Class of all non-Defaulting Lenders of such Class on a pro rata basis prior to being applied to the payment of any Term Loans of such Defaulting Lender until such time as all Term Loans of such Class are held by the Term Lenders of such Class pro rata in accordance with the Term Commitments for such Class of Term Loans. 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 2.16(a)(ii2.182.20(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.. Certain Fees. A Defaulting Lender: (x) shall not be entitled to(iii) receive any Unused Fee or Facility Fee or unused fee in respect of any 2023 Term Commitment or 2025 Term Commitment pursuant to Section 2.11 for any period - 75 - \\DC - 769032/000001 - 15799738 v7

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 §11 or otherwise, and including any amounts made available to the Administrative Agent by such Defaulting Lender pursuant to §12), 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 that such Defaulting Lender to the Administrative Agent Agent, in its capacity as Administrative Agent, hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the applicable Issuing Banks Bank or Swingline Lender the Administrative Agent, in its capacity as issuer of Swing Line 47438543.7 Loans, hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any by the applicable Issuing Bank, to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender to fund Loans under this Credit Agreement; eighthsixth, to the payment of any amounts owing to the Borrower, the Lenders, the Swingline Lender or this Issuing Banks or the Administrative Agent as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, any Issuing Bank or the Administrative Agent against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; and tenthseventh, to that 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 Advances Loans or L/C Advances Unpaid Reimbursement Obligation in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Unpaid Reimbursement Obligations were made at a time when the conditions set forth in Section 3.3 §10 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Unpaid Reimbursement Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Unpaid Reimbursement Obligations owed to, that such Defaulting Lender. 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 2.16(a)(ii§4.16(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to 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 that Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Revolving Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the each Issuing Banks Bank or Swingline Lender hereunder; third, to repay any Cash Collateral contributed by cash collateralize the CompanyIssuing Banks’ Defaulting Lender Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.05(j); fourth, as the Company Borrower may request (so long as no Default has occurred and is continuing), to fund any Loan in respect or Event of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, in the case of a Revolving Lender, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy obligations of that Defaulting Lender to fund Loans under this Agreement and (y) cash collateralize the Issuing Banks’ future Defaulting Lender Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.05(j); eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline Lender or this Issuing Banks or the Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, Issuing Bank or Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances LC Disbursements in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Advances or L/C Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely to pay the relevant Loans of, and L/C Loans LC Disbursements owed to, all nonthe relevant Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans LC Disbursements owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in LC Disbursements and Swingline Loans are held by the Revolving Lenders in accordance with their respective Applicable Percentages without giving effect to 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 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.thereto. ​

Reallocation of Payments. Any payment of principal, interest, fees fees, indemnity payments or other amounts received by the applicable Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, 116 pursuant to Article 8 VII or otherwise, and including any amounts made available to such Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by the such Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the applicable Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender hereunderBank; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Revolving Facility Administrative Agent or requested any by the Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Default exists)request, to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent Agents and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, Lenders or the Swingline Lender or this Issuing Banks Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default existsseventh, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances LC Disbursement in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances LC Disbursements were made at a time when the conditions set forth in Section 3.3 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans LC Disbursements owed to, all non-non- Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans LC Disbursements owed to, that Defaulting Lender. 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 2.16(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary optional or mandatory, at maturity, pursuant to Article 8 VIII or otherwise), 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 that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks or Swingline Lender L/C Issuers hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested by any Issuing BankL/C Issuer, to be held as Cash Collateral for Fronting Exposure with respect to such Defaulting Lender and future funding obligations of that such Defaulting Lender of any participation in any Letter of Credit, in each case in accordance with Section 2.17(c); sixthfourth, as the Company Borrower may request (so long as no Default existsor Event of Default has occurred and is continuing), to the funding of any Advance Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy obligations of that such Defaulting Lender to fund Loans under this AgreementAgreement and (y) Cash Collateralize the 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 2.17(c); eighthsixth, to the payment of any amounts owing to the Lenders, Lenders or the Swingline Lender or this Issuing Banks L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank any L/C Issuer or against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default existsor Event of Default has occurred and is continuing, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to that 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 Advances Loans or L/C Advances Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Borrowings were made at a time when the conditions set forth in Section 3.3 4.03 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Borrowings owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Borrowings owed to, that such Defaulting Lender. 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 2.16(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Section 5.02(f) or Article 8 XI or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.09), 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender Letter of Credit Issuer hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby the Letter of Credit Issuer, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of CreditCredit Participations; sixthfourth, as the Company Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender Lender’s potential future funding with respect to fund Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, Lenders or the Swingline Lender or this Issuing Banks Letter of Credit Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank the Letter of Credit Issuer against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances Letter of Credit Exposure in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances a Revolving Credit Loan to reimburse a Drawing were made at a time when the conditions set forth in Section 3.3 7.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Revolving Credit Loan to reimburse a Drawing owed to, all non-non- Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Revolving Credit Loan to reimburse a Drawing owed to, that Defaulting LenderLender until such time as all Loans and funded and unfunded participations in Letter of Credit Exposure are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.15(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 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article Section 8 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.4), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the any Issuing Banks Lender or Swingline Lender hereunder; third, to repay any Cash Collateral contributed by Collateralize the CompanyIssuing Lenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.20(b); fourth, as the Company Borrower may request (so long as no Default has occurred and is continuing), to fund any Loan in respect or Event of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; sevenththirdfourth, 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 CompanyBorrower, 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 of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the Issuing 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 2.20(b); eighthsixth, to the payment of any amounts owing to the Lenders, the Issuing Lenders or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Lender or Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Issuing Banks Agreement; seventh, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default existsfiftheighth, to the payment of any amounts owing to the Company Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; sixthninth, so long as no Default or Event of Default exists, to the Company payment of any amounts owing to any Credit Party as a result of any judgment of a court of competent jurisdiction obtained by any Credit Party against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tenthseventhtenth , to 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 Advances Loans or L/C Advances in respect Letter of which that Credit disbursements and such Lender is a Defaulting Lender has not fully funded its appropriate share and under clause (ya) such Advances or L/C Advances were made at a time when of the conditions set forth in Section 3.3 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the relevant Loans of, and L/C Loans owed to, all or Letter of Credit disbursements of the relevant non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans owed to, that Defaulting Lender. 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 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto2.20(a)(ii).

Reallocation of Payments. Any payment of principal, interest, fees or other amounts amount received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 2.13 or Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks any L/C Issuer or Swingline Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by Collateralize the Companyapplicable L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Company may request (so long as no Default has occurred or Event of Default exists and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the Company (with respect to the Company, so long as no Default or Event of Default exists and is continuing), 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 of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the applicable 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 2.14; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline any L/C Issuer or any Swing Line Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or any Swing Line Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that provided, that, if (x) such payment is a payment of the principal amount of any Advances Loans or L/C Advances Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Borrowings were made at a time when the conditions set forth in Section 3.3 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Borrowings owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Obligations owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a such Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to until such time as all Loans and redirected by that Defaulting Lender, funded and each Lender irrevocably consents hereto.unfunded participations in 84 13608890v113608890v4

Reallocation of Payments. Any In the case of a Defaulting Extended Tranche Lender, any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Extended Tranche Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Extended Tranche Lender pursuant to Section ‎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 that Defaulting Extended Tranche Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Extended Tranche Lender to the Issuing Banks L/C Issuer or Swingline Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby the L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Extended Tranche Lender of any participation in any Swing Line Loan, Letter of CreditCredit or Protective Advance; sixthfourth, as the Company Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which that Defaulting Extended Tranche Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Extended Tranche Lender to fund Loans under this Agreement; eighthsixth, to the payment of any amounts then owing to the Lenders, the Swingline L/C Issuer or Swing Line Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swing Line Lender or Issuing Bank against that Defaulting Extended Tranche Lender as a result of that Defaulting Extended Tranche Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default exists, to the payment of any amounts then owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that such Defaulting Extended Tranche Lender as a result of that such Defaulting Extended Tranche Lender’s breach of its obligations under this Agreement; and tentheighth, to that Defaulting Extended Tranche 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 Advances Loans or L/C Advances in respect of which that such Defaulting Extended Tranche Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances were made at a time when the conditions set forth in Section 3.3 ‎4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Advances owed to, all non-Lenders that are not Defaulting Extended Tranche Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Advances owed to, that Defaulting Extended Tranche Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Extended Tranche Lender that are applied (or held) to pay amounts owed by a Defaulting Extended Tranche Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii‎2.21(a)‎(ii) shall be deemed paid to and redirected by that Defaulting Extended Tranche Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VI or otherwise), ) or received by Administrative Agent from a Defaulting Lender pursuant to Section 8.13 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks or Swingline Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company Borrower may request (so long as no Default has occurred and is continuing), to fund any Loan in respect or Event of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfourth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement; eighthfifth, to the payment of any amounts owing to the Lenders, Lenders or the Swingline Swing Line Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank the Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default existssixth, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and tenthseventh, to that 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 Advances or L/C Advances Loans in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Advances or L/C Advances Loans were made at a time when the conditions set forth in Section 3.3 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans owed to, of all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a of such Defaulting Lender that until such time as all Loans and funded and unfunded participations in Swing Line Loans are applied (or held) held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.2.19

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Section 5.02(f) or Article 8 XI or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.09), 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender Letter of Credit Issuer hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby the Letter of Credit Issuer, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of CreditCredit Participations; sixthfourth, as the Company Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender Lender’s potential future funding with respect to fund Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, Lenders or the Swingline Lender or this Issuing Banks Letter of Credit Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank the Letter of Credit Issuer against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances Letter of Credit Exposure in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances a Revolving Credit Loan to reimburse a Drawing were made at a time when the conditions set forth in Section 3.3 7.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Revolving Credit Loan to reimburse a Drawing owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Revolving Credit Loan to reimburse a Drawing owed to, that Defaulting LenderLender until such time as all Loans and funded and unfunded participations in Letter of Credit Exposure are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.15(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 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent under this Agreement for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 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 that Defaulting Lender to the Administrative Agent hereunderhereunder (including, for the avoidance of doubt, amounts owing in respect of any Extraordinary Advance); second, to the Swing Lender to the extent of any Swing Loans that were made by the Swing Lender and that were required to be, but were not, paid by the Defaulting Lender; third, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender an L/C Issuer hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby an L/C Issuer, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixthfifth, as the Company Parent Borrower may request (so long as no Default exists), to the funding of any Advance Revolving Credit Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhsixth, if so determined by the Administrative Agent and the CompanyParent Borrower, to be held in a non-interest non‑interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Revolving Credit Loans under this Agreement; eighthseventh, to the payment of any amounts owing to the Lenders, Lenders and the Swingline Lender or this Issuing Banks L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank an L/C Issuer against that Defaulting Lender as a result of that Defaulting Lender’s 's breach of its obligations under this Agreement; ninth, so long as no Default existseighth, to the payment of any amounts owing to the Company Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s 's breach of its obligations under this Agreement; and tenthninth, to 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 Advances Loans or L/C Advances Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Borrowings were made at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, or such Loans are Extraordinary Advances, such payment shall be applied solely to pay the Revolving Credit Loans of, and L/C Loans Borrowings and participation obligations with respect to Extraordinary Advances owed to, all non-Defaulting non‑Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Credit Loans of, or L/C Loans Borrowings or participations with respect to Extraordinary Advances owed to, that Defaulting Lender. 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 2.16(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees fees, indemnity payments or other amounts received by the applicable Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 ‎Article VII or otherwise, and including any amounts made available to such Administrative Agent by that Defaulting Lender pursuant to ‎Section 9.08), shall be applied at such time or times as may be determined by the such Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the applicable Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender hereunderBank; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Revolving Facility Administrative Agent or requested any by the Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Default exists)request, to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent Agents and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, Lenders or the Swingline Lender or this Issuing Banks Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default existsseventh, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances LC Disbursement in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances LC Disbursements were made at a time when the conditions set forth in Section 3.3 ‎Section 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans LC Disbursements owed to, all non-non- Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans LC Disbursements owed to, that Defaulting Lender. 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 2.16(a)(ii‎Section 2.22(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08), shall be applied applied, subject to any applicable requirements of Law, at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, pro rata, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks or Swingline Lender L/C Issuer hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby an L/C Issuer, to be held in such account as Cash Collateral cash collateral for future funding obligations of that the Defaulting Lender of any participation participating interest in any Letter of Credit; sixth, as the Company may request (so long as no Default exists)fourth, to the funding of any Advance Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit such account and released in order to satisfy as cash collateral for future funding obligations of that the Defaulting Lender to fund of any Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline Lender in respect of obligations under this Agreement, or this Issuing Banks an L/C Issuer as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank such L/C Issuer against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default existsseventh, to the payment of any amounts owing to the Company Borrower as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by the Company Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is (x) such payment is a payment prepayment of the principal amount of any Advances Loans or L/C Advances Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share participation obligations and (y) such Advances or L/C Advances were made at a time when the conditions set forth in Section 3.3 were satisfied or waived4.02 are satisfied, such payment shall be applied solely to pay prepay the Loans of, and L/C Loans Borrowing owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment prepayment of any Loans ofLoans, or L/C Loans Borrowings owed to, that any Defaulting Lender. 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 2.16(a)(iisubsection 2.15(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 or otherwise, and including any amounts made available to the Administrative Agent by such Defaulting Lender pursuant to Section 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 that such Defaulting Lender to the Administrative any Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks or Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Banks, to repay any be held as Cash Collateral contributed by the Companyfor future funding obligations of such Defaulting Lender of any participation in any Letter of Credit; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect or Event of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy obligations of that such Defaulting Lender to fund Loans under this Agreement and (y) be held as Cash Collateral with respect to future Letters of Credit issued under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, Lenders or the Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Bank Banks against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company a Credit Party as a result of any judgment of a court of competent jurisdiction obtained by the Company such Credit Party against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this AgreementAgreement or any other Credit Document; and tentheighth, to that 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 Advances Loans or L/C Advances Reimbursement Obligations in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Reimbursement Obligations were made at a time when the conditions set forth in Section 3.3 4.3 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Reimbursement Obligations owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Reimbursement Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in Reimbursement Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or heldheld to be applied) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and such Defaulting Lender shall have no recourse to any Credit [Senior Secured Revolving Credit Agreement] Party for the payment of such amounts, and each Lender irrevocably consents heretohereto and the application of such payments in accordance with this Section 2.15 shall not constitute an Event of Default or a Default, and no payment of principal of or interest on the Loans of such Defaulting Lender shall be considered to be overdue for purposes of any Credit Document, if, had such payments been applied without regard to this Section 2.15, no such Event of Default or Default would have occurred and no such payment of principal of or interest on the Loans of such Defaulting Lender would have been overdue.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks Bank or Swingline Swing Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any by the Issuing BankBank or Swing Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Loan or Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, as the Borrower may request, to the release of Cash Collateral to the Borrower to the extent permitted by the last sentence of Section 2.16(h); sixth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; eighthseventh, to the payment of any amounts owing to the LendersBanks, the Swingline Issuing Bank or Swing Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Bank, the Issuing Bank or Swing Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; nintheighth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tenthninth, to 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 Advances Loans or L/C Advances participations in Letters of Credit in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances participations in Letters of Credit were made at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans participations in Letters of Credit owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans participations in Letters of Credit owed to, that Defaulting Lender. 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 2.16(a)(ii2.20(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender Bank irrevocably consents heretothereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, or otherwise, and including any amounts made available to the Administrative Agent for the account of such Defaulting Lender pursuant to Article 8 or otherwiseSection 12.7(b)), shall reduce the Borrower’s obligations to such Defaulting Lender but 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 that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks or Lender and/or the Swingline Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any by the Issuing BankLender and/or the Swingline Lender, to be held as Cash Collateral cash collateral for future funding obligations of that such Defaulting Lender in respect of any participation in any Swingline Loan or Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Revolving Default, Term Loan B Default, Revolving Event of Default or Term Loan B Event of Default exists), to the funding of any Advance Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender to fund Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the Administrative Agent, the Lenders, the Issuing Lender or Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company Administrative Agent, any Lender, the Issuing Lender or Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Revolving Default, Term Loan B Default, Revolving Event of Default or Term Loan B 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 tentheighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xi) such payment is a payment of the principal amount of any Advances Revolving Loans or L/C Advances funded participations in Swingline Loans or Letters of Credit in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Advances Revolving Loans or L/C Advances funded participations in Swingline Loans or Letters of Credit were made at a time when the conditions set forth in Section 3.3 5.3 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C funded participations in Swingline Loans or Letters of Credit owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C funded participations in Swingline Loans or Letters of Credit owed to, that such Defaulting Lender. 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 2.16(a)(ii2.27(b) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks Lender or Swingline Swing Line Lender hereunder; third, to repay any Cash Collateral contributed if so determined by the CompanyAdministrative Agent or requested by the Issuing Lender or Swing Line Lender, to be held as cash collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit in accordance with Section 2.14(b), unless the Administrative Agent has previously received cash collateral in an amount sufficient to cover future funding obligations after taking into account any reallocation of the Defaulting Lender’s participation obligation; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect or Event of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing deposit account and released pro rata in order to (i) satisfy such Defaulting Lender’s potential future funding obligations of that with respect to Loans and funded participations under this Agreement and (ii) cash collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to fund future Letters of Credit and Swing Line Loans issued under this Agreement, in accordance with Section 2.14(b); eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline Issuing Lender or this Issuing Banks the Swing Line Lender as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Lender or Issuing Bank the Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by the Company against that such Defaulting Lender as a result of that such Defaulting Lender's breach of its obligations under this Agreement or against such Defaulting Lender’s Affiliate that is a Lender Derivative Provider under any Derivative Contract as a result of such Affiliate’s breach of its obligations under this Agreementsuch Derivative Contract; and tentheighth, to that 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 Advances Loans or L/C Advances Matured LC Obligations in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Matured LC Obligations were made at a time when the conditions set forth in Section 3.3 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Matured LC Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Matured LC Obligations owed to, that Defaulting Lender. 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 2.16(a)(ii2.14(c) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks Lender or Swingline Swing Line Lender hereunder; third, to repay any Cash Collateral contributed if so determined by the CompanyAdministrative Agent or requested by the Issuing Lender or Swing Line Lender, to be held as cash collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit in accordance with Section 2.14(b), unless the Administrative Agent has previously received cash collateral in an amount sufficient to cover future funding obligations after taking into account any reallocation of the Defaulting Lender’s participation obligation; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect or Event of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing deposit account and released pro rata in order to (i) satisfy such Defaulting Lender’s potential future funding obligations of that with respect to Loans and funded participations under this Agreement and (ii) cash collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to fund future Letters of Credit and Swing Line Loans issued under this Agreement, in accordance with Section 2.14(b); eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline Issuing Lender or this Issuing Banks the Swing Line Lender as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Lender or Issuing Bank the Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by the Company against that such Defaulting Lender as a result of that such Defaulting Lender's breach of its obligations under this Agreement or against such Defaulting Lender’s Affiliate that is a Lender Derivative Provider under any Derivative Contract as a result of such Affiliate’s breach of its obligations under this Agreementsuch Derivative Contract; and tentheighth, to that 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 Advances Loans or L/C Advances Matured LC Obligations in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Matured LC Obligations were made at a time when the conditions set forth in Section 3.3 5.03 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Matured LC Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Matured LC Obligations owed to, that Defaulting Lender. 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 2.16(a)(ii2.14(c) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees fees, indemnity payments or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 ARTICLE VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender hereunderBanks; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any by an Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Default exists)request, to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest interest-bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, Lenders or the Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or any Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default existsseventh, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances LC Disbursement in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances LC Disbursements were made at a time when the conditions set forth in Section 3.3 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans LC Disbursements owed to, that Defaulting Lender. 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 #91301181v32 Cash Collateral pursuant to this Section 2.16(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 or otherwise, and including any amounts made available to the Administrative Agent by such Defaulting Lender pursuant to Section 10.6), 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 that such Defaulting Lender to the Administrative any Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks or Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Banks, to repay any be held as Cash Collateral contributed by the Companyfor future funding obligations of such Defaulting Lender of any participation in any Letter of Credit; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect or Event of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy obligations of that such Defaulting Lender to fund Loans under this Agreement and (y) be held as Cash Collateral with respect to future Letters of Credit issued under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, Lenders or the Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Bank Banks against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company a Credit Party as a result of any judgment of a court of competent jurisdiction obtained by the Company such Credit Party against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this AgreementAgreement or any other Credit Document; and tentheighth, to that 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 Advances Loans or L/C Advances Reimbursement Obligations in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Reimbursement Obligations were made at a time when the conditions set forth in Section 3.3 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Reimbursement Obligations owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Reimbursement Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in Reimbursement Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or heldheld to be applied) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and such Defaulting Lender shall have no recourse to any Credit Party for the payment of such amounts, and each Lender irrevocably consents heretohereto and the application of such payments in accordance with this Section 2.15 shall not constitute an Event of Default or a Default, and no payment of principal of or interest on the Loans of such Defaulting Lender shall be considered to be overdue for purposes of any Credit Document, if, had such payments been applied without regard to this Section 2.15, no such Event of Default or Default would have occurred and no such payment of principal of or interest on the Loans of such Defaulting Lender would have been overdue.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 11.8), 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender Fronting Bank hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing by the Fronting Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Fronted Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Several Letter of Credit or Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans and Several Letters of Credit under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, Lenders or the Swingline Lender or this Issuing Banks Fronting Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing the Fronting Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances LC Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances LC Borrowings were made at a time when the conditions set forth in Section 3.3 9.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans LC Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans LC Borrowings owed to, that Defaulting Lender. 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 2.16(a)(ii2.12(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 6 or otherwise), 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the any Issuing Banks Lender or Swingline Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any by the Issuing BankLender or Swingline Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swingline Loan or Letter of Credit; sixthfourth, as the Company may request (so long as no Default exists)request, to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the Lenders, the Issuing Lenders or Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Lender or Issuing Bank Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninth, so long as no Default existsseventh, to the payment of any amounts owing to the Company any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances Letters of Credit in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances or L/C Advances Loans were made or Letters of Credit were issued at a time when the conditions set forth in Section 3.3 3.03 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Letter of Credit Liabilities owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Letter of Credit Liabilities owed to, that Defaulting Lender. 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 2.16(a)(ii2.19(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 Section 6.02 or otherwise), subject to the proviso in Section 2.10(a)(ii), 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 that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks L/C Issuer or Swingline Lender hereunderthe Swing Line Lender; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby the L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Collateralize the L/C Issuer’s Fronting Exposures with respect to such Defaulting Lender of any participation in any Letter of Creditaccordance with Section 2.16(c); sixthfourth, as if so requested by the Company may request Borrower (so long as no Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined agreed by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposures with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16(c); eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline L/C Issuer or the Swing Line Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swing Line Lender or Issuing Bank against that Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default exists, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to that 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 Advances Loans or L/C Advances Borrowing in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Advances or L/C Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.3 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Borrowings owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Borrowings owed to, that such Defaulting Lender. 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 2.16(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 ‎VIII or otherwise), 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks L/C Issuers or Swingline Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the applicable L/C Issuer or Swing Line Lender, to repay any be held as Cash Collateral contributed by the Companyfor future funding obligations of that Defaulting Lender of any participation in any Letter of Credit or Swing Line Loan; fourth, as the Company Borrower may request (so long as no Default or Event of Default has occurred and is continuing), to fund the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse as reasonably determined by the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5Administrative Agent; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventh, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to (x) satisfy obligations of that such Defaulting Lender to fund Loans under this Agreement and (y) be held as Cash Collateral for funding obligations of such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with ‎Section 2.03; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline applicable L/C Issuer or Swing Line Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, L/C Issuer or Swing Line Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default existsor Event of Default has occurred and is continuing, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Borrowings were made at a time when the conditions set forth in Section 3.3 ‎Section 4.03 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Borrowings owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Borrowings owed to, that Defaulting Lender. 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 2.16(a)(ii‎Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement or the other Loan Documents (whether voluntary or mandatory, at maturity, pursuant to Article 8 Section 8.01 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankthe Swing Line Lender, to be held as Cash Collateral deemed provided by such Defaulting Lender for future funding obligations of that Defaulting Lender with respect to any existing or future participating interest in any Swing Line Loan, with a corresponding reversal of any participation in any Letter of Creditreallocations made among the 18-Month Tranche Lenders with respect to Swing Line Loans pursuant to 2.20(a)(iv); sixthfourth, as the Company WBA may request (so long as no Default or Unmatured Default exists), to the funding of any Advance Loan or participation in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyWBA, to be held in a non-interest bearing deposit account (other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (provided that such cash collateral shall be invested solely in investments that provide for preservation of capital)) and released in order to satisfy obligations of that Defaulting Lender to fund Revolving Loans or participations under this AgreementAgreement and/or to be held as Cash Collateral for future obligations of that Defaulting Lender of any participation in any Swing Line Loan; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline Lenders or Swing Line Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank the Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Unmatured Default exists, to the payment of any amounts owing to the Company applicable Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to 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 Advances Loans or L/C Advances funded participations in Swing Line Loans in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans (or L/C Advances Swingline Loans) were made at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely first to pay the Loans of, and L/C Swing Line Borrowings or funded participations in Swing Line Loans owed to, to all non-Defaulting Lenders on a pro rata basis prior to being applied to amounts owing to any Defaulting Lender until such time as all Loans and funded and unfunded participations in Swingline Loans are held by the payment of any Loans of, or L/C Loans owed to, that Defaulting LenderLenders pro rata in accordance with their respective 18-Month Tranche Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.20(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 Section 7.01 or otherwise), subject to Section 2.18(f), 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 that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks Bank or Swingline Lender hereunderLender; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any by the Issuing Bank, to be held as Cash Collateral for future funding obligations of that Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender of any participation in any Letter of Creditaccordance with Section 2.24(c); sixthfourth, as if so requested by the Company may request U.S. Borrower (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined agreed by the Administrative Agent and the CompanyU.S. Borrower, to be held in a non-interest bearing deposit account and released in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.24(c); eighthsixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or the Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, the Issuing Bank or the Swingline Lender against that Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company U.S. Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company U.S. Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to that 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 Advances Loans or L/C Advances LC Disbursement in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Advances or L/C Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.3 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans LC Disbursements owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans LC Disbursements owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with their Applicable Adjusted Percentages without giving effect to Section 2.24(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 2.16(a)(ii2.24(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts amount received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 2.13 or Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks any L/C Issuer or Swingline Swing Line Lender hereunder; third, to repay any Cash Collateral contributed by Collateralize the Companyapplicable L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Company may request (so long as no Default has occurred or Event of Default exists and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; sixth, as the Company may request (so long as no Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the Company (with respect to the Company, so long as no Default or Event of Default exists and is continuing), 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 of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the 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 2.14; eighthsixth, to the payment of any amounts owing to the Lenders, the Swingline any L/C Issuer or any Swing Line Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or any Swing Line Lender or Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that provided, that, if (x) such payment is a payment of the principal amount of any Advances Loans or L/C Advances Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Borrowings were made at a time when the conditions set forth in Section 3.3 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Borrowings owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Revolvingapplicable Commitments hereunder without giving effect to Section 2.15(b). 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 2.16(a)(ii2.14(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary optional or mandatory, at maturity, pursuant to Article 8 VIII or otherwise), 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 that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks or Swingline Lender L/C Issuers hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested by any Issuing BankL/C Issuer, to be held as Cash Collateral for Fronting Exposure with respect to such Defaulting Lender and future funding obligations of that such Defaulting Lender of any participation in any Letter of Credit, in each case in accordance with Section 2.17(c); sixthfourth, as the Company Borrower may request (so long as no Default existsor Event of Default has occurred and is continuing), to the funding of any Advance Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy obligations of that such Defaulting Lender to fund Loans under this AgreementAgreement and (y) Cash Collateralize the 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 2.17(c); eighthsixth, to the payment of any amounts owing to the Lenders, Lenders or the Swingline Lender or this Issuing Banks L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank any L/C Issuer or against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninthseventh, so long as no Default existsor Event of Default has occurred and is continuing, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and tentheighth, to that 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 Advances Loans or L/C Advances Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Borrowings were made at a time when the conditions set forth in Section 3.3 4.03 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Borrowings owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Borrowings owed to, that such Defaulting Lender. Any payments, prepayments or 50 KE 73718588.20 US-DOCS\142539518.2141222994.8 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 2.16(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise), shall will be applied at such time or times as may be reasonably determined by the Administrative Agent as follows: : (i) first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; ; (ii) second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks Bank or Swingline Lender hereunder; ; (iii) third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any by the Issuing BankBank or Swingline Lender, to be held as Cash Collateral cash collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Credit; sixth; (iv) fourth, as the Company Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Advance Revolving Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventh; (v) fifth, if so determined by the Administrative Agent and the CompanyBorrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender to fund Revolving Loans under this Agreement; eighth; (vi) sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, the Issuing Bank or Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninth; (vii) seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrowers against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and tenthand (viii) eighth, to that 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 Advances Loans or L/C Advances Letter of Credit Disbursements in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Advances or L/C Advances were made at a time when the conditions set forth in Section 3.3 were satisfied or waivedshare, such payment shall will be applied solely to pay the Loans of, and L/C Loans Letter of Credit Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Letter of Credit Disbursements owed to, that such Defaulting Lender. Any payments, prepayments payments 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 2.16(a)(ii2.23(1)(b) shall will be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement Delinquent Bank (whether voluntary or mandatory, at maturity, pursuant to Article 8 §14 or otherwise), 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 that Defaulting Lender Delinquent Bank to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender Delinquent Bank to the Issuing Banks Fronting Bank or Swingline Lender hereunder; third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any Issuing Bankby the Fronting Bank or Swingline Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender Delinquent Bank of any participation in any Swingline Loan or Letter of Credit; sixthfourth, as the Company Borrower may request (so long as no Event of Default exists), to the funding of any Advance Loan in respect of which that Defaulting Lender Delinquent Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventhfifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender Delinquent Bank to fund Loans under this Agreement; eighthsixth, to the payment of any amounts owing to the LendersBanks, the Fronting Bank or Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Bank, the Fronting Bank or Swingline Lender or Issuing Bank against that Defaulting Lender Delinquent Bank as a result of that Defaulting LenderDelinquent Bank’s breach of its obligations under this Agreement; ninthseventh, so long as no Event of Default exists, to the payment of any amounts owing to the Company Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower against that Defaulting Lender Delinquent Bank as a result of that Defaulting LenderDelinquent Bank’s breach of its obligations under this Agreement; and tentheighth, to that Defaulting Lender Delinquent Bank 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 Advances Loans or L/C Advances Reimbursement Obligations in respect of which that Defaulting Lender Delinquent Bank has not fully funded its appropriate share and (y) such Advances Loans or L/C Advances Reimbursement Obligations were made at a time when the conditions set forth in Section 3.3 §13 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Loans Reimbursement Obligations owed to, all non-Defaulting Lenders Delinquent Banks on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Reimbursement Obligations owed to, that Defaulting LenderDelinquent Bank. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender Delinquent Bank that are applied (or held) to pay amounts owed by a Defaulting Lender Delinquent Bank or to post Cash Collateral pursuant to this Section 2.16(a)(ii§5.12.1(b) shall be deemed paid to and redirected by that Defaulting LenderDelinquent Bank, and each Lender Bank irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article 8 VIII or otherwise), shall will be applied at such time or times as may be determined by the Administrative Agent as follows: : (i) first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; ; (ii) second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Banks Bank or Swingline Lender hereunder; ; (iii) third, to repay any Cash Collateral contributed by the Company; fourth, as the Company may request (so long as no Default has occurred and is continuing), to fund any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or to reimburse the Company for any amounts paid by it in satisfaction of that Defaulting Lender’s liabilities under this Agreement in connection with a written agreement between the Company and an assignee of that Defaulting Lender’s interests, rights and obligations in accordance with Section 10.5; fifth, if so determined by the Administrative Agent or requested any by the Issuing BankBank or Swingline Lender, to be held as Cash Collateral cash collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Credit; sixth; (iv) fourth, as the Company Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Revolving Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; seventh; (v) fifth, if so determined by the Administrative Agent and the CompanyBorrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender to fund Revolving Loans under this Agreement; eighth; (vi) sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or Swingline Lender or this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, the Issuing Bank or Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ninth; (vii) seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company Borrower Parties as a result of any judgment of a court of competent jurisdiction obtained by the Company Borrower Parties against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and tenthand (viii) eighth, to that 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 Advances Loans or L/C Advances Disbursements in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Advances or L/C Advances were made at a time when the conditions set forth in Section 3.3 were satisfied or waivedshare, such payment shall will be applied solely to pay the Loans of, and L/C Loans Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Loans Disbursements owed to, that such Defaulting Lender. Any payments, prepayments payments 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 2.16(a)(ii2.26(1)(b) shall will be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.