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 (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.6), 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 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 Issuer or the Swing Loan Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan 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; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer or the Swing Loan Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer or the Swing Loan Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit 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 (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), 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 any the L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any the L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.08), 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 any the L/C Issuer or the Swing Loan Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan LenderL/C Issuer, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer Lenders or the Swing Loan Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer Lender or the Swing Loan Lender L/C Issuer against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), 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 any Issuer the Issuing Lender or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer the Issuing Lender or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a non-interest bearing deposit account (which amount shall not bear interest under this Agreement) and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, any Issuer the Issuing Lender or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer the Issuing Lender or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit Borrowings L/C Obligations in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit Borrowings L/C Obligations were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C 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)(ii2.24(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 such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 12.611.2), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by 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 any the applicable L/C Issuer or and/or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the applicable L/C Issuer or and/or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that such Defaulting Lender of any participation Participation Interest in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, 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; sixth, to the payment of any amounts owing to the Administrative Agent, the Lenders, any the applicable L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent, any Lender, any L/C Issuer or the Swing Loan Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Credit Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Credit Agreement; and eighth, 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 Revolving Loans or Letter funded Participation Interests in Swing Line Loans or Letters of Credit Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Revolving Loans or Letter funded Participation Interests in Swing Line Loans or Letters of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 5 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and Letter funded Participation Interests in Swing Line Loans or Letters of Credit Borrowings owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or Letter funded Participation Interests in Swing Line Loans or Letters of Credit 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 Cash Collateral pursuant to this Section 2.16(a)(ii3.16(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 (whether voluntary or mandatory, at maturity, pursuant to Article X Section 8 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 12.6)10.4, shall be applied at such time or times 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 such 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 such Defaulting Lender to any the L/C Issuer or the Swing Loan Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by any Issuer or the Swing Loan L/C Issuer’s Fronting Exposure with respect to such Defaulting 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; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof thereof, as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that with respect to 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 fund Loans future Letters of Credit issued under this Agreement; sixth, to the payment of any amounts owing to the Lenders, any Issuer Lenders or the Swing Loan Lender L/C Issuer or, so long as no Default or Event of Default exists, Borrower as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Loan Lender Borrower against that such Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighthseventh, 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 Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 4.2 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C 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 2.18(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.16(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 Subject to the last sentence of Section 2.11(g), any payment of principal, interest, fees or other amounts received by the Applicable Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X VII or otherwise, and including any amounts made available to the Applicable Administrative Agent by that Defaulting Lender pursuant to Section 12.69.08), shall be applied at such time or times as may be determined by the Applicable Administrative Agent as follows: first, to the payment of any amounts owing by 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 any Issuer the relevant L/C Issuers or the Swing Swingline Loan Lender hereunderLender; third, if so determined by the Revolving Administrative Agent or requested by any Issuer or the Swing Loan Lenderrelevant L/C Issuer, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Loan or Letter of Credit; fourth, as the Borrower Holdings may request (so long as no Default or Event of Default existsis continuing), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Applicable Administrative Agent; fifth, if so determined by the Applicable Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer Lenders or the Swing Swingline Loan Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer Lender or the Swing Swingline Loan Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eightheither, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment of the principal amount of any Loans and such Lender is a Defaulting Lender under clause (xa) of the definition thereof, such payment shall be applied solely to pay the relevant Loans of the relevant non-Defaulting Lenders on a pro rata basis; provided that if (i) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (yii) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to or received by the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.08), 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 any the L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to satisfy obligations of that Defaulting Lender Lender’s potential future funding obligations with respect to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, any the L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C Borrowings owed to, that Defaulting LenderLender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.08), shall will be applied at such time or times as may be determined by the Administrative Agent as follows: firstFIRST, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; secondSECOND, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any the applicable L/C Issuer or the Swing Loan Line Lender hereunder; thirdTHIRD, if so determined by the Administrative Agent or requested by any the L/C Issuer or the Swing Loan Line 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 CreditCredit or Swing Line Loan; fourthFOURTH, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifthFIFTH, if so determined by the Administrative Agent and the BorrowerBorrowers and subject to Section 2.03(g), to be held in a non-an interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixthSIXTH, to the payment of any amounts owing to the Lenders, any the L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any such L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventhSEVENTH, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighthEIGHTH, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x1) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y2) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall will be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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)(ii9.16 (a)(ii) shall will 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 (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.08), 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 any Issuer the L/C Issuers or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer the L/C Issuers or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s 's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 5.03 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.08), 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 any the L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any the L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C 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)(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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.08), shall will be applied 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 Issuer the L/C Issuers or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Credit or Swing Loan or Letter of CreditLine Loan; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers and subject to Section 2.16(b), to be held in a non-an interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, any L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x1) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y2) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall will be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 Cash Collateral pursuant to this Section 2.16(a)(ii3.07(a)(ii) shall will be deemed paid to and redirected by that 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 First Lien Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X VII or otherwise, and including any amounts made available to the First Lien Administrative Agent by that Defaulting Lender pursuant to Section 12.69.08), shall be applied at such time or times as may be determined by the First Lien Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the First Lien 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 any Issuer or each Issuing Bank and the Swing Loan Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan 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; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the First Lien Administrative Agent; fifthfourth, in the case of a Revolving Lender, if so determined by the First Lien Administrative Agent and the 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; sixthfifth, to the payment of any amounts owing to the Lenders, any Issuer the Issuing Banks or the Swing Loan Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer such Issuing Bank or the Swing Loan Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventhsixth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower any Loan Party as a result of any judgment of a court of competent jurisdiction obtained by the Borrower any Loan Party against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighthseventh, 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 Loans or Letter of Credit Borrowings 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 Loans or Letter of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the relevant Loans of, and Letter of Credit Borrowings 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, Section 2.05(j) or Letter of Credit Borrowings owed to, that Defaulting Lenderthis Section 2.22(a)(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)(ii2.05(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 or other amounts amount received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), 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 any the L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any the L/C Issuer or the Swing Loan Line Lender as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.08), 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 any Issuer the L/C Issuers or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any L/C Issuer or Swing Line Lender or the Swing Loan LenderBorrower, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit, except to the extent not permitted under the terms of any agreement (without giving effect to any provision thereof permitting a general basket of liens) to which the Borrower is a party or is bound (other than any agreement entered into with an Affiliate in which the Borrower has agreed to any such restriction for the benefit of such Affiliate); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer L/C Issuers or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 12.6), 9.03 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by 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 any Issuer or the Swing Loan Issuing Lender hereunder; third, if so determined by to cash collateralize the Administrative Agent or requested by any Issuer or the Swing Loan Issuing Lenders’ L/C Exposure with respect to such Defaulting 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; fourth, as the any Borrower may request (so long as no Default or Event of Default exists), to the funding of any 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; fifth, if so determined by the Administrative Agent and the BorrowerKCMH, 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 with respect to Loans under this Agreement and (y) cash collateralize the Issuing Lender’s future L/C Exposure with respect to such Defaulting Lender with respect to fund Loans future Letters of Credit issued under this Agreement; sixth, to the payment of any amounts owing to the Lenders, any Issuer Lenders or the Swing Loan Lender Issuing Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer Lender or the Swing Loan Issuing 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 any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and 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 Loans or Letter of Credit Borrowings L/C Payments in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Borrowings L/C Payments owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Payments owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Reimbursement Obligations are held by the Lenders pro rata in accordance with their Commitments without giving effect to Section 3.14(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.16(a)(ii3.14(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 Global Administrative Agent or any Funding Agent for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X XII or otherwise, and including any amounts made available to the Administrative any Funding Agent by that such Defaulting Lender pursuant to Section 12.6), 14.8) shall be applied at such time or times as may be determined by the Global Administrative Agent or such Funding Agent as follows: first, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Global Administrative Agent or any Funding Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to any Issuer the applicable L/C Issuer, Swing Line Lender or the Swing Loan Fronting Lender hereunder; third, if so determined by the Global Administrative Agent or such Funding Agent or requested by any Issuer or the Swing Loan Lenderapplicable L/C Issuer, to be held as cash collateral Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swing Loan or applicable Letter of Credit; fourth, as the Borrower may request if Prologis so requests (so long as no Default or Event of Default exists), to the funding of any 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 Global Administrative Agent; fifth, if so determined by the Global Administrative Agent and the BorrowerPrologis, 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; sixth, to the payment on a pro rata basis of any amounts owing to the Lendersany applicable Lender, any Issuer L/C Issuer, Swing Line Lender or the Swing Loan Fronting Lender as a result of any judgment of a court of competent jurisdiction obtained by any such Lender, any Issuer L/C Issuer, Swing Line Lender or the Swing Loan Fronting 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 on a pro rata basis of any amounts owing to the Borrower any Loan Party as a result of any judgment of a court of competent jurisdiction obtained by the Borrower such Loan Party against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and 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 Loans Loan or Letter of Credit Borrowings L/C Borrowing in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans Loan or Letter of Credit Borrowings were L/C Borrowing was made at a time when the conditions set forth in Section 4.2 8.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all applicable non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans Loan of, or Letter of Credit Borrowings L/C Borrowing 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)(ii6.15.1(b) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents heretoto the foregoing.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.09), 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 any the L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the L/C Issuer or Swing Line Lender and, unless the Swing Loan LenderBorrower has not complied with its obligations under this Section 2.15, consented to by the Borrower, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any the L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.6), shall be applied at such time or times as may be determined by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any Issuer the relevant Issuing Banks or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) or requested by any Issuer the relevant Issuing Banks or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Loan or Letter of CreditCredit or Swing Line Loan; fourth, as the Borrower may request (so long as no Default or Event of Default existshas occurred and is continuing), to the funding of any 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 (or in the case of the Priority Revolving Facility, the Priority Revolving Agent); fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer Lenders or the relevant Issuing Banks or Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer Lender or the Swing Loan Lender relevant Issuing Banks against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default existshas occurred and is continuing, 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 that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (yii) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 Cash Collateral pursuant to this Section 2.16(a)(ii2.17(1)(b) 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 a Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X ARTICLE VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.69.08), 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 any Issuer the Issuing Bank or the Swing Loan Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer the Issuing Bank or the Swing Loan Swingline Lender, to be held as cash collateral for future funding obligations of that such Defaulting Lender of any participation in any Swing Loan or outstanding and undrawn Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, 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; sixth, to the payment of any amounts owing to the non-Defaulting Lenders, any Issuer the Issuing Bank or the Swing Loan Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer the Issuing Bank or the Swing Loan Swingline Lender against that such Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Credit Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if if: (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings L/C Disbursements in respect of which that such Defaulting Lender has not fully funded its appropriate share share; and (y) such Loans or Letter of Credit Borrowings L/C Disbursements were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Borrowings L/C Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Disbursements 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)(ii2.18(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 (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 12.6), 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 such Defaulting Lender to the Administrative Agent hereunder; second, if such Defaulting Lender is a Revolving Credit Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any the Letter of Credit Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan such Defaulting Lender is a Revolving Credit Lender, to be held as cash collateral for future funding obligations Cash Collateralize the Letter of that Credit Issuer’s and the Administrative Agent’s Fronting Exposure with respect to such Defaulting Lender of any participation in any Swing Loan or Letter of Creditaccordance with Section 2.16; fourth, as the Borrower Agent may request (so long as no Default or Event of Default exists), ) to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrower Agent, 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 AgreementAgreement and (y) if such Defaulting Lender is a Revolving Credit Lender, Cash Collateralize the Letter of Credit Issuer’s and the Administrative Agent’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit and Protective Advances; sixth, in the case of a Defaulting Lender under any Facility, to the payment of any amounts obligations owing to the Lendersother Lenders under such Facility (in the case of the Revolving Credit Facility, any including the Letter of Credit Issuer or the Swing Loan Lender Line Lender) as a result of any judgment of a court of competent jurisdiction obtained by any LenderLender under such Facility (in the case of the Revolving Credit Facility, any including the Letter of Credit Issuer or the Swing Loan Lender Line 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 Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and 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 Loans or Letter of Credit Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 4.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Borrowings Obligations owed to, all nonNon-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 Letter of Credit Borrowings Obligations owed to, that such Defaulting LenderLender under the applicable Facility until such time as all Loans and funded and unfunded participations in Letter of Credit Obligations, Swing Line Loans and Protective Advances 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), 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 any the L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Multicurrency RCF Swing Loan Line Loan, US Dollar RCF Swing Line Loan, Multicurrency RCF Letter of Credit or US Dollar RCF Letter of Credit; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, any the L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.03 or Section 4.04, as applicable, were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 hereunder for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 12.612.4), 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 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 any Issuer or Facing Agent and/or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the applicable Facing Agent and/or Swing Loan 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 Letter of Credit; fourth, as the Borrower Company may request (so long as no Unmatured Event of Default or Event of Default exists), to the funding of any 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; fifth, if so determined by the Administrative Agent and the BorrowerCompany, 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; sixth, to the payment of any amounts owing to Administrative Agent, the Lenders, any Issuer Facing Agent or the Swing Loan Line Lender as determined by a result of any judgment of a court of competent jurisdiction obtained by Administrative Agent, any Lender, any Issuer Facing Agent or the Swing Loan Line 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 Unmatured Event Default or Event of Default exists, to the payment of any amounts owing to the Borrower Company as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Company against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Multicurrency Revolving Loans or Letter funded participations in Swing Line Loans or Letters of Credit Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yB) such Multicurrency Revolving Loans or Letter funded participations in Swing Line Loans or Letters of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 5.2, 5.3 or 5.4, as applicable, were satisfied or waived, such payment shall be applied solely to pay the Multicurrency Revolving Loans of, and Letter funded participations in Swing Line Loans or Letters of Credit Borrowings owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Multicurrency Revolving Loans of, or Letter funded participations in Swing Line Loans or Letters of Credit 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)(ii4.1(b)(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 (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 12.613.2), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by 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 any Issuer or the Swing Loan Fronting Bank and/or the Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan Fronting Bank and/or the Swingline Lender, to be held as cash collateral for future funding obligations of that such Defaulting Lender of any participation in any Swing Swingline Loan or Fronted Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Administrative Agent, the Lenders, any Issuer the Fronting Bank or the Swing Loan Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent, any Lender, any Issuer the Fronting Bank or the Swing Loan 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 that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Revolving Credit Loans or Letter funded participations in Swingline Loans or Fronted Letters of Credit Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Revolving Credit Loans or Letter funded participations in Swingline Loans or Fronted Letters of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Revolving Credit Loans of, and Letter funded participations in Swingline Loans or Fronted Letters of Credit Borrowings 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 Letter funded participations in Swingline Loans or Fronted Letters of Credit 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)(ii4.13(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 (whether voluntary or mandatory, at maturity, pursuant to Article X VII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 12.6), 9.03 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by 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 any Issuer or the Swing Loan Issuing Lender hereunder; third, if so determined by to cash collateralize the Administrative Agent or requested by any Issuer or the Swing Loan Issuing Lenders’ L/C Exposure with respect to such Defaulting 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; fourth, as the any Borrower may request (so long as no Default or Event of Default exists), to the funding of any 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; fifth, if so determined by the Administrative Agent and the BorrowerKCMH, 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 with respect to Loans under this Agreement and (y) cash collateralize the Issuing Lender’s future L/C Exposure with respect to such Defaulting Lender with respect to fund Loans future Letters of Credit issued under this Agreement; sixth, to the payment of any amounts owing to the Lenders, any Issuer Lenders or the Swing Loan Lender Issuing Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer Lender or the Swing Loan Issuing 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 any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s 's breach of its obligations under this Agreement; and 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 Loans or Letter of Credit Borrowings L/C Payments in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Borrowings L/C Payments owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Payments owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Reimbursement Obligations are held by the Lenders pro rata in accordance with their Commitments without giving effect to Section 3.14(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.16(a)(ii3.14(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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.09), 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 any the L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any the L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X ARTICLE VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.08), 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 any the L/C Issuer or the Swing Loan Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan LenderL/C Issuer, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer the Swingline Lender or the Swing Loan Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer the Swingline Lender or the Swing Loan Lender L/C Issuer against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans, Swingline Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans, Swingline Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, Swingline Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, Swingline Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08, but in any event excluding any application of Borrower Cash Collateral or the proceeds thereof), shall be applied 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 Issuer the L/C Issuers or the Swing Loan Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any the applicable L/C Issuer or the Swing Loan Swingline Lender, to be held as cash collateral Lender Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Swingline Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer the L/C Issuers or the Swing Loan Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Loan Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share (other than any application of Borrower Cash Collateral provided in respect of Fronting Exposure attributable to such Defaulting Lender which shall be applied as set forth in Section 2.14(c)) and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 provide Lender 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 (whether voluntary or mandatory, at maturity, pursuant to Article X Section 9 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.2), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by 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 Issuer the Issuing Lender or the Swing Loan Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer the Issuing Lender or the Swing Loan Swingline Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Swingline Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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 Credit Agreement; sixth, to the payment of any amounts owing to the Lenders, any Issuer the Issuing Lender or the Swing Loan Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer the Issuing Lender or the Swing Loan Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; and eighth, 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 Loans or Letter of Credit LOC Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit LOC Borrowings were made at a time when the conditions set forth in Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit LOC Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit LOC 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 Cash Collateral pursuant to this Section 2.16(a)(ii3.18(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 X 8 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.6), 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 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 Issuer or the Swing Loan Lender Issuing Banks hereunder; third, if so determined to repay any Cash Collateral contributed by the Administrative Agent or requested by any Issuer or the Swing Loan 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 CreditBorrower; fourth, as the Borrower 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 Event to reimburse the Borrower 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 Borrower 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 Borrower may request (so long as no Default exists), to the funding of any Loan 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; fifthseventh, if so determined by the Administrative Agent and the 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; sixtheighth, to the payment of any amounts owing to the Lenders, any Issuer Lenders or the Swing Loan Lender this Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer Lender or the Swing Loan Lender Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventhninth, 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 that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighthtenth, 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 Loans Advances or Letter of Credit Borrowings L/C Advances in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans Advances or Letter of Credit Borrowings L/C Advances were made at a time when the conditions set forth in Section 4.2 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Borrowings 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 Letter of Credit Borrowings 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X 6 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.69.13), 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 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 Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of with respect to any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, 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; sixth, to the payment of any amounts owing to the Lenders, any L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Company as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Company against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender was obligated to but has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders participating therein on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 Subject to the last sentence of Section 2.11(d), any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.69.08), 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 any Issuer or the Swing Loan Lender each Issuing Bank hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan 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; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifthfourth, if so determined by the Administrative Agent and the 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; sixthfifth, to the payment of any amounts owing to the Lenders, any Issuer Lenders or the Swing Loan Lender Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer Lender or the Swing Loan Lender such Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventhsixth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower any Loan Party as a result of any judgment of a court of competent jurisdiction obtained by the Borrower any Loan Party against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighthseventh, 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 Loans or Letter of Credit Borrowings 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 Loans or Letter of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the relevant Loans of, and Letter of Credit Borrowings 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, Section 2.05(j) or Letter of Credit Borrowings owed to, that Defaulting Lenderthis Section 2.22(a)(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 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 or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), 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 any the L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any the L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 5.02 (and, if applicable, Section 5.03) were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), shall will be applied at such time or times as may be determined by the Administrative Agent as follows: firstFIRST, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; secondSECOND, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any the L/C Issuer or the any Swing Loan Line Lender hereunder; thirdTHIRD, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan LenderL/C Issuer, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Loan or Letter of Credit; fourthFOURTH, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifthFIFTH, if so determined by the Administrative Agent and the BorrowerCompany and subject to Section 2.03(g), 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; sixthSIXTH, to the payment of any amounts owing to the Lenders, any Lenders or the L/C Issuer or the any Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Lender or the L/C Issuer or the such Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventhSEVENTH, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighthEIGHTH, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x1) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y2) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.03 were satisfied or waived, such payment shall will be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 Cash Collateral pursuant to this Section 2.16(a)(ii2.18(a)(ii) shall will 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.08), 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 any the L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any the L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 12.6subsection 10.2 or 10.3), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by 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 any Issuer or the Issuing Lender and/or Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Issuing Lender and/or Swing Loan Line Lender, to be held as cash collateral for Cash Collateralize future funding obligations of that such Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, after a required amount has been fully Cash Collateralized, to the return to Company of any amount posted thereby which remains in excess of any such required amount; fifth, as the Borrower Company may request (so long as no Potential Event of Default or Event of Default exists), to the funding of any 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; fifthsixth, if so determined by the Administrative Agent and the BorrowerCompany, 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; sixthseventh, to the payment of any amounts owing to Administrative Agent, the Lenders, any Issuer the Issuing Lender or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by Administrative Agent, any Lender, any Issuer the Issuing Lender or the Swing Loan Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventheighth, so long as no Potential Event of Default or Event of Default exists, to the payment of any amounts owing to the Borrower Company as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Company against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighthninth, 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 Revolving Loans or Letter funded participations in Swing Line Loans or Letters of Credit Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Revolving Loans or Letter funded participations in Swing Line Loans or Letters of Credit Borrowings were made at a time when the conditions set forth in Section subsection 4.2 or 4.3, as applicable, were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and Letter funded participations in Swing Line Loans or Letters of Credit Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or Letter funded participations in Swing Line Loans or Letters of Credit 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 Cash collateral pursuant to this Section 2.16(a)(ii) subsection 2.11B 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.08), 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 any a L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the applicable L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, 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; sixth, to the payment of any amounts owing to the Lenders, other Lenders (including any L/C Issuer or the Swing Loan Lender Line Lender) as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender (including any L/C Issuer or the Swing Loan Lender Line Lender) against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any of the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by any of the Borrower Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.2), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by 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 Issuer the Issuing Lender or the Swing Loan Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer the Issuing Lender or the Swing Loan Swingline Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Loan or Swingline Loan, Letter of CreditCredit or Bankers’ Acceptance; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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 Credit Agreement; sixth, to the payment of any amounts owing to the Lenders, any Issuer the Issuing Lender or the Swing Loan Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer the Issuing Lender or the Swing Loan Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 Cash Collateral pursuant to this Section 2.16(a)(ii3.18(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 the Loan Documents (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.1), 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 any Issuer the Issuers or the Swing Loan Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or requested by any Issuer the Issuers or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so reasonably determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer the Issuers or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer the Issuers or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or a reimbursement of any payment on a Letter of Credit Borrowings Credit, in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or reimbursement of payment on a Letter of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and such Letter of Credit Borrowings reimbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or such Letter of Credit Borrowings reimbursements 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)(ii2.23(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 (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.4), 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 Defaulting Lender to any Issuer the Issuing Lenders or the Swing Loan Lender Swingline Lenders hereunder; third, if so determined by the Administrative Agent or requested by any Issuer an Issuing Lender or the Swing Loan a Swingline Lender, to be held as cash collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Swingline Loan or Letter of Credit; fourth, as the U.S. Borrower may request (so long as no Default or Event of Default exists), to the funding of any 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; fifth, if so determined by the Administrative Agent and the U.S. 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer the Issuing Lenders or the Swing Loan Lender Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer the Issuing Lenders or the Swing Loan Lender Swingline Lenders against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter funded participations in Swingline Loans or Letters of Credit Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter funded participations in Swingline Loans or Letters of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter funded participations in Swingline Loans or Letters of Credit Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter funded participations in Swingline Loans or Letters of Credit 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)(ii4.15(b) 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 (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), 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 any the L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any the L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 amount received by the Administrative any Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X VII or otherwise, and including any amounts made available to the Administrative such Agent by that Defaulting Lender pursuant to Section 12.69.8), 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 Agents hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any Issuer Issuing Lender, the Swingline Lender or the Swing Loan any Participation FCI Issuing Lender hereunder; third, if so determined by the Administrative Agent or requested by the Parent Borrower or any Issuer Issuing Lender, the Swingline Lender or the Swing Loan any Participation FCI Issuing 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, Swingline Loan or Participation FCI; fourth, as the Parent Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent or Foreign Trade Facility Agent, as applicable; fifth, if so determined by the Administrative Agent and or Foreign Trade Facility Agent, as applicable, or requested by the Parent 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer Issuing Lender, the Swingline Lender or the Swing Loan any Participation FCI Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer Issuing Lender, the Swingline Lender or the Swing Loan any Participation FCI Issuing Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Parent Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Parent Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans Loans, unreimbursed LC Disbursements or Letter of Credit Borrowings unreimbursed FCI Disbursements in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans Loans, unreimbursed LC Disbursements or Letter of Credit Borrowings unreimbursed FCI Disbursements were made at a time when the conditions set forth in Section 4.2 4.3 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Borrowings unreimbursed LC Disbursements and unreimbursed FCI Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings unreimbursed LC Disbursements or unreimbursed FCI 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 pay other amounts or 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), 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, if such Defaulting Lender is a Revolving Credit Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any an L/C Issuer or the Swing Loan Line Lender hereunder; third, if such Defaulting Lender is a Revolving Credit Lender and if so determined by the Administrative Agent or requested by any the applicable L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, 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; sixth, in the case of a Defaulting Lender under any Facility, to the payment of any amounts owing to the Lendersother Lenders under such Facility (in the case of the Revolving Credit Facility, including any L/C Issuer or the Swing Loan Lender Line Lender) as a result of any judgment of a court of competent jurisdiction obtained by any LenderLender under such Facility (in the case of the Revolving Credit Facility, including any L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Company as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Company against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans under any Facility or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (yB) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings 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 Letter of Credit L/C Borrowings owed to, that Defaulting LenderLender under the applicable Facility. Any payments, prepayments or other amounts paid 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)(ii2.18(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 (whether voluntary or mandatory, at maturity, pursuant to Article X 8 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.08), 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 any Issuer the L/C Issuers or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X ARTICLE 6 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.69.13), 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 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 Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of with respect to any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, 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; sixth, to the payment of any amounts owing to the Lenders, any L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Company as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Company against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender was obligated to but has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders participating therein on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), 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 any the L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the any Borrower may request (so long as no Default or Event of Default exists), to the funding of any 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; fifth, if so determined by the Administrative Agent and the BorrowerParent, 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; sixth, to the payment of any amounts owing to the Lenders, any the L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 12.69.7), 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 Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to any Issuer or the Swing Loan Issuing Lender and/or the Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan Issuing Lender and/or the Swingline Lender, to be held as cash collateral for future funding obligations of that such Defaulting Lender of any participation in any Swing Swingline Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Administrative Agent, the Lenders, any Issuer the Issuing Lender or the Swing Loan Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent, any Lender, any Issuer the Issuing Lender or the Swing Loan 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 that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Revolving Loans or Letter funded participations in Swingline Loans or Letters of Credit Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Revolving Loans or Letter funded participations in Swingline Loans or Letters of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and Letter funded participations in Swingline Loans or Letters of Credit Borrowings owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or Letter funded participations in Swingline Loans or Letters of Credit 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)(ii2.21(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 (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), 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 any Issuer the L/C Issuers or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer the L/C Issuers or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 amount received by the an Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to the applicable Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), shall be applied at such time or times as may be determined by the Domestic Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent Agents hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any Issuer the L/C Issuers or the Swing Loan Lender Line Lenders hereunder; third, if so determined by the Domestic Administrative Agent or requested by any Issuer the L/C Issuers or the Swing Loan LenderLine Lenders, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Domestic Administrative Agent; fifth, if so determined by the Domestic Administrative Agent and the Parent 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer the L/C Issuers or the Swing Loan Lender Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the any Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any of the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 5.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.08), 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 (including amounts owed in its capacity as a Participating Bank) to any Issuer or the Swing Loan Lender Fronting Banks hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan Lendera Fronting Bank, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Loan or Fronted Letter of CreditCredit or Several Letter of Credit as to which it is a Participating Bank; fourth, as the Parent Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan or Cash Collateralization of any Several Letter of Credit 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; fifth, if so determined by the Administrative Agent and the Parent 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 or Several Letters of Credit under this Agreement; sixth, to the payment of any amounts owing to the Lenders, any Issuer Lenders or the Swing Loan Lender Fronting Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or any Issuer or the Swing Loan Lender Fronting Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the applicable Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 any amount 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 12.6), 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 such Defaulting Lender to the Administrative Agent hereunder; second, if such Defaulting Lender is a Revolving Credit Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any the Letter of Credit Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan such Defaulting Lender is a Revolving Credit Lender, to be held as cash collateral for future funding obligations Cash Collateralize the Letter of that Credit Issuer’s and the Administrative Agent’s Fronting Exposure with respect to such Defaulting Lender of any participation in any Swing Loan or Letter of Creditaccordance with Section 2.16; fourth, as the Borrower Agent may request (so long as no Default or Event of Default exists), ) to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrower Agent, 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 AgreementAgreement and (y) if such Defaulting Lender is a Revolving Credit Lender, Cash Collateralize the Letter of Credit Issuer’s and the Administrative Agent’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit and Protective Advances; sixth, in the case of a Defaulting Lender under the Revolving Credit Facility, to the payment of any amounts obligations owing to the Lendersother Lenders under the Revolving Credit Facility (in the case of the Revolving Credit Facility, any including the Letter of Credit Issuer or the Swing Loan Lender Line Lender) as a result of any judgment of a court of competent jurisdiction obtained by any LenderLender under the Revolving Credit Facility (in the case of the Revolving Credit Facility, any including the Letter of Credit Issuer or the Swing Loan Lender Line 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 Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and 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 Loans or Letter of Credit Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 4.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Borrowings Obligations owed to, all nonNon-Defaulting Lenders under the Revolving Credit Facility on a pro rata basis (computed in accordance with the Defaulting Lenders’ respective funding deficiencies) prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings Obligations owed to, that such Defaulting LenderLender under the Revolving Credit Facility until such time as all Loans and funded and unfunded participations in Letter of Credit Obligations, Swing Line Loans and Protective Advances are held by the Lenders pro rata in accordance with the Revolving Credit 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.6), 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 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 Issuer or the Swing Loan Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan 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; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, any Issuer or the Swing Loan Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer or the Swing Loan Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the applicable Loans of, and Letter of Credit Borrowings owed to, all applicable non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit 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 under any Loan Document for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X Section 8.2 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.8), 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 any Issuer the Issuing Lenders or the Swing Loan Line Lender hereunder; third, if so reasonably determined by the Administrative Agent or requested by any Issuer Issuing Lender or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held as Cash Collateral in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans or provide Cash Collateral for Fronting Exposure under this Agreement; sixth, to the payment of any amounts owing to the Lenders, any Issuer the Issuing Lenders or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer Issuing Lender or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VI or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.05), 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 to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any Issuer Issuing Bank or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer Issuing Bank or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Loan or Letter of CreditCredit or Swing Line Advance; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default existshas occurred and is continuing), to the funding of any Loan 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; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer the Issuing Banks or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any by any Lender, any Issuer Issuing Bank or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default existshas occurred and is continuing, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit Borrowings Advances in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit Borrowings Advances were made at a time when the conditions set forth in Section 4.2 3.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter Advances of Credit Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter Advances of Credit 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.08), 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 any a L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the applicable L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, 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; sixth, to the payment of any amounts owing to the Lenders, other Lenders (including any L/C Issuer or the Swing Loan Lender Line Lender) as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender (including any L/C Issuer or the Swing Loan Lender Line Lender) against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any of the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by any of the Borrower Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.08), 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 any L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the applicable L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), 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 any the L/C Issuer or the Swing Loan Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan LenderL/C Issuer, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer Lenders or the Swing Loan Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer Lender or the Swing Loan Lender L/C Issuer against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.69.09), 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 any Issuer or the Swing Loan Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan 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; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer or the Swing Loan Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer or the Swing Loan Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit 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 Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.6), 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 Defaulting Lender to the Administrative Agent hereunderor the Collateral Agent hereunder (including in respect of Protective Advances); second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any Issuer L/C Issuers or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Loan or Letter of Credit, Swing Line Loan or Protective Advance; fourth, as the Borrower may request (so long as no Default or Event of Default existshas occurred and is continuing), to the funding of any 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; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer the L/C Issuers or the Swing Loan Line Lender or as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer or L/C Issuer, the Swing Loan Line Lender or against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default existshas occurred and is continuing, 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 that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 an Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to the applicable Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), shall be applied at such time or times as may be determined by the Domestic Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent Agents hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any Issuer the L/C Issuers or the Swing Loan Lender Line Lenders hereunder; third, if so determined by the Domestic Administrative Agent or requested by any Issuer the L/C Issuers or the Swing Loan LenderLine Lenders, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Domestic Administrative Agent; fifth, if so determined by the Domestic Administrative Agent and the Parent 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer the L/C Issuers or the Swing Loan Lender Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the any Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any of the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 5.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 an Agent for the account of that Defaulting Lender Bank (whether voluntary or mandatory, at maturity, pursuant to Article X Section 9 or otherwise, and including any amounts made available to the Administrative any Agent by that Defaulting Lender Bank pursuant to Section 12.611.2), shall be applied at such time or times as may be determined by the Administrative Agent Agents as follows: first, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender Bank to the Administrative applicable Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender Bank to any Issuer Issuing Bank or the Swing Loan Lender Swingline Bank hereunder; third, if so determined by the Administrative Agent Agent, or if requested by any Issuer Issuing Bank or the Swing Loan LenderSwingline Bank, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender Bank of any participation in any Swing Swingline Loan or Letter of Credit; fourth, as the Borrower Representative may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender Bank has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrower Representative, 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; sixth, to the payment of any amounts owing to the LendersBanks, any Issuer the Issuing Banks or the Swing Loan Lender Swingline Bank as a result of any judgment of a court of competent jurisdiction obtained by any LenderBank, any Issuer Issuing Bank or the Swing Loan Lender Swingline Bank against that Defaulting Lender Bank as a result of that Defaulting LenderBank’s breach of its obligations under this Credit Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that Defaulting Lender Bank as a result of that Defaulting LenderBank’s breach of its obligations under this Credit Agreement; and eighth, 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 Loans or Letter of Credit LOC Borrowings in respect of which that Defaulting Lender Bank has not fully funded its appropriate share and (y) such Loans or Letter of Credit LOC Borrowings were made at a time when the conditions set forth in Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit LOC Borrowings owed to, all non-Defaulting Lenders Banks on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit LOC Borrowings 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)(ii3.18(a)(ii) 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 such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 12.611.2), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by 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 any the applicable L/C Issuer or and/or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the applicable L/C Issuer or and/or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that such Defaulting Lender of any participation Participation Interest in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, 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; sixth, to the payment of any amounts owing to the Administrative Agent, the Lenders, any the applicable L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent, any Lender, any L/C Issuer or the Swing Loan Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s 's breach of its obligations under this Credit Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s 's breach of its obligations under this Credit Agreement; and eighth, 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 Revolving Loans or Letter funded Participation Interests in Swing Line Loans or Letters of Credit Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Revolving Loans or Letter funded Participation Interests in Swing Line Loans or Letters of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 5 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and Letter funded Participation Interests in Swing Line Loans or Letters of Credit Borrowings owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or Letter funded Participation Interests in Swing Line Loans or Letters of Credit 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 Cash Collateral pursuant to this Section 2.16(a)(ii3.16(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 amount received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), 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 any L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any L/C Issuer or the Swing Loan Line Lender as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 an Agent hereunder for the account of that Defaulting Lender Bank (whether voluntary or mandatory, at maturity, pursuant to Article X maturity or otherwise, and including any amounts made available to the Administrative such Agent by that Defaulting Lender Bank pursuant to Section 12.6§2.17 or §14, as applicable), shall be applied at such time or times as may be determined by the Administrative Agent Agents as follows: first, to the payment of any amounts owing by that Defaulting Lender Bank to the Administrative Agent Agents hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender Bank to any Issuer the Issuing Bank or the Swing Loan Lender Line Lenders hereunder; third, if so determined by the Administrative Agent applicable Agent(s) or requested by any Issuer the Issuing Bank or the applicable Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender Bank of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Ryder may request (so long as no Default or Event of Default exists), to the funding of any Loan 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 Agentapplicable Agent(s); fifth, if so determined by the Administrative applicable Agent and the BorrowerBorrowers, 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 Agreement; sixth, to the payment of any amounts owing to the LendersBanks, any Issuer the Issuing Bank or the Swing Loan Lender Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any LenderBank, the Issuing Bank or any Issuer or the Swing Loan Line Lender against that Defaulting Lender Bank as a result of that Defaulting LenderBank’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that Defaulting Lender Bank as a result of that Defaulting LenderBank’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender Bank has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 §12 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders Banks on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C Borrowings 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)(ii) 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.08), 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 any the L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolving Credit Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any the L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.69.8), 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 Agents hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any Issuer Issuing Lender, the Swingline Lender or the Swing Loan any Participation Foreign Issuing Lender hereunder; third, if so determined by the Administrative Agent or requested by the Parent Borrower or any Issuer Issuing Lender, the Swingline Lender or the Swing Loan any Participation Foreign Issuing 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, Swingline Loan or Participation Foreign Credit Instrument; fourth, as the Parent Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent or Foreign Trade Facility Agent, as applicable; fifth, if so determined by the Administrative Agent and or Foreign Trade Facility Agent, as applicable, or requested by the Parent 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer Issuing Lender, the Swingline Lender or the Swing Loan any Participation Foreign Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer Issuing Lender, the Swingline Lender or the Swing Loan any Participation Foreign Issuing Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Parent Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Parent Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans Loans, unreimbursed or Letter of unrefinanced LC Disbursements or unreimbursed Foreign Credit Borrowings Disbursements in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of unrefinanced LC Disbursements or unreimbursed Foreign Credit Borrowings Disbursements were made at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of unreimbursed or unrefinanced LC Disbursements and unreimbursed Foreign Credit Borrowings Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of unrefinanced LC Disbursements or unreimbursed Foreign Credit Borrowings 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 pay other amounts or 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 such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X Section 2.6 or 2.7, or otherwise, and including any amounts made available to the Administrative Agent by that such Defaulting Lender pursuant to Section 12.67.5), shall be applied at such time or times as may be determined by the Administrative Agent as follows: : 2.17.1 first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; ; 2.17.2 second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to any Issuer or the Swing Loan an Issuing Lender hereunder; ; 2.17.3 third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan an Issuing Lender, to be held as cash collateral Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swing Loan or Letter of Credit; ; 2.17.4 fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan 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; ; 2.17.5 fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, 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 Advances under this Agreement; ; 2.17.6 sixth, to the payment of any amounts owing to the Lenders, any Issuer Lenders or the Swing Loan an Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer Lender or the Swing Loan an Issuing Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; ; 2.17.7 seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the any Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and and 2.17.8 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 Loans or Letter of Credit Borrowings Advances in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) in the case of such Loans or Letter of Credit Borrowings Advances, such Advances were made at a time when the conditions set forth in Section 4.2 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter Advances of Credit Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter Advances of Credit Borrowings owed to, that such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a any Defaulting Lender that are applied (or held) to pay amounts owed by a such Defaulting Lender or to post cash collateral 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 heretoto the foregoing.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise, maturity and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.6)8.3, shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro pro-rata basis of any amounts owing by that Defaulting Lender to any Issuer the Issuing Bank or the Swing Loan Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any an Issuer Lender or the Swing Loan Lender, Swingline Lender to be held as cash collateral in a Cash Collateral Account for future funding obligations of that Defaulting Lender of any participation in any Swing Swingline Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, fifth if so determined by the Administrative Agent and the Borrower, to be held in escrow in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, any the Issuer Lender or the Swing Loan Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer the Issuing Lender or the Swing Loan Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter Letters of Credit Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter Letters of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Borrowings reimbursement obligations owed to, to all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans ofLoans, or Letter of Credit Borrowings reimbursement obligations owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or heldplaced in escrow) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.16(a)(ii) 2.31 shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. Promptly following (x) termination of this Agreement (including the termination of all Letters of Credit issued hereunder) and the payment of all amounts owed under this Agreement (other than unasserted contingent obligations which by their terms survive the termination of this Agreement) or (y) a Lender ceasing to be a Defaulting Lender pursuant to Section 2.31(b), all amounts, if any, held by the Administrative Agent pursuant to this Section 2.31(a)(ii) shall be returned to the applicable Defaulting Lender(s) (or, in the case of clause (y), the applicable Lender(s) that have ceased to be Defaulting Lender(s) pursuant to Section 2.31(b)).

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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to or received by the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.08), 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 any the L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to satisfy obligations of that Defaulting Lender Lender's potential future funding obligations with respect to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, any the L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s 's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C Borrowings owed to, that Defaulting LenderLender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.69.06 (Right of Set-off)), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by 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 any Issuer each Issuing Bank or the Swing Loan Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan 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; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifthfourth, in the case of a Revolving Lender, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to satisfy potential future obligations of that Defaulting Lender with respect to fund Loans under this Agreement; sixthfifth, to the payment of any amounts owing to the Lenders, any Issuer Lenders or the Swing Loan Lender Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer Lender or the Swing Loan Lender such Issuing Bank against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventhsixth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower any Loan Party as a result of any judgment of a court of competent jurisdiction obtained by the Borrower any Loan Party against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighthseventh, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that that, if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings in respect of which that Revolving L/C Disbursements and such Lender is a Defaulting Lender has not fully funded its appropriate share and under paragraph (ya) such Loans or Letter of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the Loans of, and Letter of Credit Borrowings Revolving L/C Disbursements owed to, all the non-Defaulting Lenders on a pro rata basis prior to being applied pursuant to the payment Section 2.04(g) (Letters of any Loans of, Credit) or Letter of Credit Borrowings owed to, that this Section 2.20(a)(ii) (Defaulting LenderLenders). Any payments, prepayments or other amounts paid 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)(ii2.04(g) (Letters of Credit) 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 a Defaulting Lender on account of its Loans or participations under the Extended Maturity Revolving Facility Commitments (whether voluntary or mandatory, at maturity, pursuant to Article X VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.6), 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 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 the L/C Issuer or the Swing Loan Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any the L/C Issuer or the Swing Loan Swingline Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Swingline Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any the L/C Issuer or the Swing Loan Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Loan Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 were satisfied or waivedshare, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 Cash Collateral pursuant to this Section 2.16(a)(ii2.22(iv) 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 (whether voluntary or mandatory, at maturity, pursuant to Article X ARTICLE VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.08), 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 any the L/C Issuer or the Swing Loan Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan LenderL/C Issuer, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer the Swingline Lender or the Swing Loan Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer the Swingline Lender or the Swing Loan Lender L/C Issuer against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans, Swingline Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans, Swingline Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, Swingline Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, Swingline Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.2), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by 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 Issuer Issuing Lender or the Swing Loan Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer Issuing Lender or the Swing Loan Swingline Lender, to be held as cash collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Swingline Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer the Issuing Lenders or the Swing Loan Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer Issuing Lender or the Swing Loan Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter funded participations in Swingline Loans or Letters of Credit Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter funded participations in Swingline Loans or Letters of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter funded participations in Swingline Loans or Letters of Credit Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter funded participations in Swingline Loans or Letters of Credit 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)(ii4.14(b) 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 (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.03), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by 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 the LC Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the LC Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any the LC Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the LC Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or other extension of credit resulting from a drawing under any Letter of Credit Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or other extensions of credit resulting from a drawing under any Letter of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, of and such other obligations in respect of Letter of Credit Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter such obligations in respect of Letters of Credit 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 Cash Collateral pursuant to this Section 2.16(a)(ii) 2.15 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.69.08), 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 any Issuer the Issuing Bank or the Swing Loan Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer the Issuing Bank or the Swing Loan Swingline Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing then outstanding Swingline Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts then owing to the Lenders, any Issuer the Issuing Bank or the Swing Loan Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer the Issuing Bank or the Swing Loan Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts then owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit Borrowings LC Disbursements in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit Borrowings LC Disbursements were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Borrowings 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 Letter of Credit Borrowings 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.09), 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 any Issuer the Issuing Bank or the Swing Loan Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer the Issuing Bank or the Swing Loan Swingline Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Swingline Loan or Letter of Credit; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, any Issuer the Issuing Bank or the Swing Loan Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer the Issuing Bank or the Swing Loan Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default under Section 8.01(a) or Section 8.01(f) or Event of Default exists, to the payment of any amounts owing to the a Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit Borrowings LC Disbursements in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit Borrowings LC Disbursements were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Borrowings 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 Letter of Credit Borrowings 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X Section 8.2 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.7), shall be applied at such time or times as may be determined by the Administrative Agent as follows: : (A) first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; ; (B) second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any Issuer or the Swing Loan each Issuing Lender hereunder; and Swingline Xxxxxx xxxxxxxxx; (C) third, if so determined by the Administrative Agent or requested by any Issuer an Issuing Lender or the Swing Loan Swingline Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Swingline Loan or Letter of Credit; Credit based upon the Fronting Exposure arising from that Defaulting Lender; (D) fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolving Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; ; (E) fifth, if so determined by the Administrative Agent and the 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 Loans under this Agreement; ; (F) sixth, to the payment of any amounts owing to the Lenders, any Issuer the Issuing Lender or the Swing Loan Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer the Issuing Lender or the Swing Loan Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ; (G) 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 that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and and (H) eighth, 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 Loans or any unreimbursed drawing under any Letter of Credit Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made or Letter Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter unreimbursed drawings under Letters of Credit Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter unreimbursed drawings under Letters of Credit 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 Cash Collateral pursuant to this Section 2.16(a)(ii2.21(a)(i) 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 (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 12.614.3), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by 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 any Issuer or the Swing Loan Issuing Lender and/or the Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan Issuing Lender and/or the Swingline Lender, to be held as cash collateral for future funding obligations of that such Defaulting Lender of any participation in any Swing Swingline Loan or Letter of CreditCredit (until such time as such Lender is no longer a Defaulting Lender and to the extent not applied towards such funding obligations); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Administrative Agent, the Lenders, any Issuer the Issuing Lender or the Swing Loan Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent, any Lender, any Issuer the Issuing Lender or the Swing Loan 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 that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Revolving Credit Loans or Letter funded participations in Swingline Loans or Letters of Credit Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Revolving Credit Loans or Letter funded participations in Swingline Loans or Letters of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 6.2 were satisfied or waived, such payment shall be applied solely to pay the Revolving Credit Loans of, and Letter funded participations in Swingline Loans or Letters of Credit Borrowings owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Credit Loans of, or Letter funded participations in Swingline Loans or Letters of Credit 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)(ii5.13(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 amount received by the an Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to the applicable Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), shall be applied at such time or times as may be determined by the Domestic Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent Agents hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any Issuer the L/C Issuers or the Swing Loan Lender Line Lenders hereunder; third, if so determined by the Domestic Administrative Agent or requested by any Issuer the L/C Issuers or the Swing Loan LenderLine Lenders, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Domestic Administrative Agent; fifth, if so determined by the Domestic Administrative Agent and the Parent Borrower, to be held in a non-interest bearing deposit account 66 and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, any Issuer the L/C Issuers or the Swing Loan Lender Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the any Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any of the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 5.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), 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 any L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any Applicable L/C Issuer or the Swing Loan Line Lender, as applicable, to be held as cash collateral Cash Collateral or security, as applicable, for future funding obligations of that Defaulting Lender of any participation in any Swing Loan or Letter of CreditCredit issued by such Applicable L/C Issuer or Swing Line Loan, as applicable; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 5.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C Borrowings owed to, that Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Borrowings and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.16(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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.09), 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 any Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan Line 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; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, any Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise other-wise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), 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 any a L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the applicable L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, 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; sixth, to the payment of any amounts owing to the Lenders, any L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any of the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by any of the Borrower Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 12.613.2), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by 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 any Issuer or the Swing Loan Fronting Bank and/or the Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan Fronting Bank and/or the Swingline Lender, to be held as cash collateral for future funding obligations of that such Defaulting Lender of any participation in any Swing Swingline Loan or Fronted Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Administrative Agent, the Lenders, any Issuer the Fronting Bank or the Swing Loan Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent, any Lender, any Issuer the Fronting Bank or the Swing Loan 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 CHL:40759.7 of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Revolving Credit Loans or Letter funded participations in Swingline Loans or Fronted Letters of Credit Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Revolving Credit Loans or Letter funded participations in Swingline Loans or Fronted Letters of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Revolving Credit Loans of, and Letter funded participations in Swingline Loans or Fronted Letters of Credit Borrowings 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 Letter funded participations in Swingline Loans or Fronted Letters of Credit 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)(ii4.13(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 a Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X ARTICLE VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.69.08), 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 any Issuer the Issuing Bank or the Swing Loan Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer the Issuing Bank or the Swing Loan Swingline Lender, to be held as cash collateral for future funding obligations of that such Defaulting Lender of any participation in any Swing Loan or Letter of CreditCredit or Swingline Loan; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, 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 or participations under this AgreementAgreement and (y) be held as cash collateral for future funding obligations of such Defaulting Lender of any participation in any Letter of Credit or Swingline Loan; sixth, to the payment of any amounts owing to the non-Defaulting Lenders, any Issuer or the Swing Loan Issuing Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer the Issuing Bank or the Swing Loan Swingline Lender against that such Defaulting Lender as a result of that Defaulting Lender’s 's breach of its obligations under this Credit Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s 's breach of its obligations under this Credit Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if if: (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings LC Disbursements in respect of which that such Defaulting Lender has not fully funded its appropriate share share; and (y) such Loans or Letter of Credit Borrowings LC Disbursements were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter funded participations in Letters of Credit Borrowings or Swingline Loans owed to, all non-Defaulting Lenders on a pro rata basis 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 Percentages, as applicable, without regard to SECTION 2.20(a)(iv) prior to being applied to the payment of any Loans of, or Letter funded participations in Letters of Credit Borrowings or Swingline Loans 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)(iiSECTION 2.20(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 (whether voluntary or mandatory, at maturity, pursuant to Article X 8 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.09), 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 any each L/C Issuer or to the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any an L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any such L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.09), 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 any the L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any the L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s 's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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, or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X Section 12 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.615.13), 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 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 the L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of CreditL/C; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any the L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 7.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments prepayments, or other amounts paid 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)(ii3.15(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 (whether voluntary or mandatory, at maturity, pursuant to Article X 8 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.14), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by 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 the L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any the L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 12.6subsection 10.2 or 10.3), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by 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 any Issuer or the Issuing Lender and/or Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Issuing Lender and/or Swing Loan Line Lender, to be held as cash collateral for Cash Collateralize future funding obligations of that such Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, after a required amount has been fully Cash Collateralized, to the return to Company of any amount posted thereby which remains in excess of any such required amount; fifth, as the Borrower Company may request (so long as no Potential Event of Default or Event of Default exists), to the funding of any 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; fifthsixth, if so determined by the Administrative Agent and the BorrowerCompany, 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; sixthseventh, to the payment of any amounts owing to Administrative Agent, the Lenders, any Issuer the Issuing Lender or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by Administrative Agent, any Lender, any Issuer the Issuing Lender or the Swing Loan Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventheighth, so long as no Potential Event of Default or Event of Default exists, to the payment of any amounts owing to the Borrower Company as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Company against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighthninth, 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 Revolving Loans or Letter funded participations in Swing Line Loans or Letters of Credit Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Revolving Loans or Letter funded participations in Swing Line Loans or Letters of Credit Borrowings were made at a time when the conditions set forth in Section subsection 4.2 or 4.3, as applicable, were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and Letter funded participations in Swing Line Loans or Letters of Credit Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or Letter funded participations in Swing Line Loans or Letters of Credit 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 Cash collateral pursuant to this Section 2.16(a)(ii) subsection 2.12B 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), 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 any Issuer the Issuing Lender or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer the Issuing Lender or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a non-interest bearing deposit account (which amount shall not bear interest under this Agreement) and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, any Issuer the Issuing Lender or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer the Issuing Lender or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s 's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit Borrowings L/C Obligations in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit Borrowings L/C Obligations were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C 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)(ii2.24(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 amount received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), 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 any the L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, to be held in a non-an interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, any the L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 4.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C Borrowings owed to, that Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Revolving Commitments hereunder without giving effect to Section 2.15(a)(v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.16(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 (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.6), 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 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 Issuer or the Swing Loan Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan 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; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer or the Swing Loan Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer or the Swing Loan Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the applicable Loans of, and Letter of Credit Borrowings owed to, all applicable non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit 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 Credit Agreement (whether voluntary or mandatory, at maturity, pursuant to Article X Section 7.01 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.08), 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 any Issuer the Issuing Banks or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan Lenderapplicable Issuing Bank, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Loan or Letter of CreditCredit or any Swing Line Loan; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, 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; sixth, to the payment of any amounts owing to the Lenders, any Issuer the Issuing Banks or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer Issuing Bank or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; and eighth, 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 Loans or Letter of Credit LC Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit LC Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit 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 Letter of Credit 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 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 amount received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: , (A) first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; , (B) second, to the payment payment, on a pro rata basis basis, of any amounts owing by that Defaulting Lender to any Issuer or the Swing Loan Line Lender hereunder; , (C) third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Loan or Letter of Credit; Line Loan, (D) fourth, as the any Borrower may request (so long as no Default or Event of Default exists), to the funding of any 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; , (E) fifth, if so determined by the Administrative Agent and the each 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; , (F) sixth, to the payment of any amounts owing to the Lenders, any Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; , (G) seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; , and (H) eighth, to that Defaulting Lender Lender, or as otherwise directed by a court of competent jurisdiction; provided that provided, that, if (xI) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share share, and (yII) such Loans or Letter of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 5.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings owed to, all non-Defaulting Lenders Lenders, on a pro rata basis basis, prior to being applied to the payment of any Loans of, or Letter of Credit 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 Lender, or to post cash collateral Cash Collateral pursuant to this Section 2.16(a)(ii) clause (a)(ii), shall be deemed paid to to, and redirected by 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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.08), 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 any the L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, 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; sixth, to the payment of any amounts owing to the Lenders, any the L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Company as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Company against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), 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 any the L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, 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; sixth, to the payment of any amounts owing to the Lenders, any the L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s 's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Company as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Company against that Defaulting Lender as a result of that Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 5.03 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 12.614.3), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by 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 any Issuer or the Swing Loan Issuing Lender and/or the Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan Issuing Lender and/or the Swingline Lender, to be held as cash collateral for future funding obligations of that such Defaulting Lender of any participation in any Swing Swingline Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Administrative Agent, the Lenders, any Issuer the Issuing Lender or the Swing Loan Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent, any Lender, any Issuer the Issuing Lender or the Swing Loan 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 that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Revolving Credit Loans or Letter funded participations in Swingline Loans or Letters of Credit Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Revolving Credit Loans or Letter funded participations in Swingline Loans or Letters of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 6.2 were satisfied or waived, such payment shall be applied solely to pay the Revolving Credit Loans of, and Letter funded participations in Swingline Loans or Letters of Credit Borrowings 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 Letter funded participations in Swingline Loans or Letters of Credit 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)(ii5.14(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 (whether voluntary or mandatory, at maturity, pursuant to Article X VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.610.08), 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 any L/C Issuer or the Swing Loan Line Lender hereunder; third, if so determined by the Administrative Agent or requested by any the applicable L/C Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the 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; sixth, to the payment of any amounts owing to the Lenders, any L/C Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Loans or Letter of Credit L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit L/C Borrowings owed to, all non-non- Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C 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 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 a Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X ARTICLE VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.69.08), 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 any Issuer the Issuing Bank or the Swing Loan Lender Swingline Lenders hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Bank or any Issuer or the Swing Loan Swingline Lender, to be held as cash collateral for future funding obligations of that such Defaulting Lender of any participation in any Swing Loan or outstanding and undrawn Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, 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; sixth, to the payment of any amounts owing to the non-Defaulting Lenders, the Issuing Bank or any Issuer or the Swing Loan Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or any Issuer or the Swing Loan Swingline Lender against that such Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Credit Agreement; and eighth, 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 Revolving Loans or Letter of Credit Borrowings L/C Disbursements in respect of which that such Defaulting Lender has not fully funded its appropriate share share; and (yB) such Revolving Loans or L/C Disbursements were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C 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 Disbursements owed to, such Defaulting Lender until such time as all Revolving Loans and funded and unfunded participations in Letter of Credit Borrowings 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 4.2 were satisfied or waived, such payment shall be applied solely to pay the Term Loans of, and Letter of Credit Borrowings owed to, 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, or Letter of Credit Borrowings owed to, that such Defaulting LenderLender 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 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 amount received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.611.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: , (A) first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; , (B) second, to the payment payment, on a pro rata basis basis, of any amounts owing by that Defaulting Lender to any Issuer or the Swing Loan Line Lender hereunder; , (C) third, if so determined by the Administrative Agent or requested by any Issuer or the Swing Loan Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Loan or Letter of Credit; Line Loan, (D) fourth, as the any Borrower may request (so long as no Default or Event of Default with respect to such Borrower then exists), to the funding of any Loan to such Borrower 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; , (E) fifth, if so determined by the Administrative Agent and the each 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; , (F) sixth, to the payment of any amounts owing to the Lenders, any Issuer or the Swing Loan Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuer or the Swing Loan Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; , (G) seventh, so long as no Default or Event of Default with respect to such Borrower then exists, to the payment of any amounts owing to the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; , and (H) eighth, to that Defaulting Lender Lender, or as otherwise directed by a court of competent jurisdiction; provided that provided, that, if (xI) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share share, and (yII) such Loans or Letter of Credit Borrowings were made at a time when the conditions set forth in Section 4.2 5.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings owed to, all non-Defaulting Lenders Lenders, on a pro rata basis basis, prior to being applied to the payment of any Loans of, or Letter of Credit 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 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.Cash Collateral