Common use of Reallocation of Payments Clause in Contracts

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.4), shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no 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 Agent; fifth, if so determined by the 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, the L/C Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or 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 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.10(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 Agent for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 VIII or otherwise, and including any amounts made available to ) or received by the Agent by that from a Defaulting Lender pursuant to Section 13.4), 10.08 shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer or Swingline Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting LenderLender in accordance with Section 2.14; fourth, as the Borrower Company may request (so long as no 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 Agent; fifth, if so determined by the Agent and the BorrowerCompany, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.03(g); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline the Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no 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 (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings Obligations owed to, that such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 5.10(a)(iv2.15(b). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.10(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement or the other Loan Documents (whether voluntary or mandatory, at maturity, pursuant to Article 13 Section 8.01 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.4), 11.01) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer any Issuing Lender or any Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure of the Issuing Lenders with respect to such Defaulting LenderLender in accordance with Section 2.20 with a corresponding release of any Cash Collateral provided by the Borrower and/or a reversal of any reallocations made among the Lenders with respect to such Fronting Exposure pursuant to Section 2.21(e); fourth, as the Borrower may request (so long as no Default or Unmatured Default exists), to the funding of any Loan or funded participation in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; 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 (A) satisfy obligations of that Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this Agreement and (B) Cash Collateralize the Issuing Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to fund Loans future Letters of Credit issued under this Agreement, in accordance with Section 2.20; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer Issuing Lenders or the Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer any Issuing Lender or any 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 Unmatured Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against 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 L/C Borrowings funded participations in Letters of Credit in respect of which that Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely first to pay the Loans of, and L/C Borrowings funded participations in Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings funded participations in Letters of Credit or Swingline Loans owed to, that such Defaulting Lender 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 Commitments hereunder Aggregate Commitment under the Revolving Credit Facility without giving effect to Section 5.10(a)(iv2.22(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.10(a)(ii) 2.21 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 13 upon acceleration or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.4), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer or Swingline Swing Line Lender hereunder; third, to Cash Collateralize if so determined by the Administrative Agent or requested by the L/C Issuer’s Fronting Exposure with respect Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of such Defaulting LenderLender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Borrowers may request (so long as no 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, Agreement as determined by the Administrative Agent; fifth, as the Borrowers may request and if so determined agreed by the Agent and the BorrowerAdministrative Agent, 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 Lenders, the L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Swing 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 L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 8.2 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.20(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 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.410.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Term 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; fifththird, 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 Term Loans under this Agreement; sixthfourth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, 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 eighthsixth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that provided, that, if (xA) such payment is a payment of the principal amount of any Term Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (yB) such Term Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.01 were satisfied or waived, such payment shall be applied solely to pay the Term Loans of, and L/C Borrowings owed to, of all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Term Loans of, or L/C Borrowings owed to, to that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.12(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Revolving Facility Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 IX or otherwise, and including any amounts made available to the Revolving Facility Administrative Agent by that Defaulting Lender pursuant to Section 13.411.08), shall be applied at such time or times as may be determined by the Revolving Facility Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Revolving Facility Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the any L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize if so determined by the Revolving Facility Administrative Agent or requested by any Applicable L/C Issuer’s Fronting Exposure with respect , to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit issued by such Defaulting LenderApplicable L/C Issuer; fourth, as the Borrower Company may request (so long as no 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 Revolving Facility Administrative Agent; fifth, if so determined by the Revolving Facility 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, the Lenders or any L/C Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Lender or any L/C Issuer or 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 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 applicable 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.410.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer Issuer, the Swing Line Lender or Swingline the Alternative Currency Fronting Lender hereunder; third, to Cash Collateralize if so determined by the Administrative Agent or requested by the L/C Issuer’s Fronting Exposure with respect Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of such Defaulting LenderLender of any participation in any Swing Line Loan or Letter of Credit or any Alternative Currency Risk Participation; fourth, as the Parent Borrower may request (so long as no 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 Parent 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 Lenders, the L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Swing Line Lender 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 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 L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 13 maturity or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.4), ) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C LC Issuer or Swingline Lender hereunder; third, if so determined by Administrative Agent or requested by LC Issuer, to be held as Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Collateral for future funding obligations of that Defaulting LenderLender of any participation in any 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, the L/C Lenders or LC Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Lender or LC Issuer or 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 L/C Borrowings Letter of Credit Liabilities in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings Letter of Credit Liabilities were made at a time when the conditions set forth in Section 8.2 7.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings Letter of Credit Liabilities owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings Letter of Credit Liabilities owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 deposit cash pursuant to this Section 5.10(a)(ii) 2.14 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 13 VII or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.4), ) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer any Issuing Lender or Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuing Lender or Swingline Lender, to be held as Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to Collateral for future funding obligations of such Defaulting LenderLender in respect of any participation in any Swingline Loan or Letter of Credit; fourth, as the Borrower Company may request (so long as no 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 such Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer Issuing Lenders or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer any Issuing Lenders or Swingline Lender against that Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to 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 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 L/C Borrowings LOC Obligations in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 8.2 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings LOC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings LOC Obligations owed to, that such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.411.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the any L/C Issuer or Swingline the Swing Line Lender hereunder; third, to Cash Collateralize if so determined by the Administrative Agent or requested by any L/C Issuer’s Fronting Exposure with respect Issuer or the Swing Line Lender, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender of any participation in any Swing Line Loan or Letter of Credit; 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 satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the any L/C Issuer or Swingline the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the any L/C Issuer or Swingline the Swing 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 upon acceleration or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.4), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer Administrative Agent or Swingline Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the Administrative Agent, Issuing Bank or Swing Line Lender, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to be held as cash collateral for future funding obligations of such Defaulting LenderLender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no 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, Agreement as determined by the Administrative Agent; fifth, as Borrower may request and if so determined agreed by the Agent and the BorrowerAdministrative Agent, to be held in a non-interest bearing deposit account 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 Lenders, the L/C Issuer Administrative Agent, Issuing Bank or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer Administrative Agent, Issuing Bank or Swingline Swing 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 Event of Default or Potential 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 (x) such payment is a payment of the principal amount of any Loans Loan or L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, of all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that to such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii) 2.9B 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 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.410.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the any L/C Issuer or Swingline the Swing Line Lender hereunder; third, to Cash Collateralize if so determined by the Administrative Agent or requested by any L/C Issuer’s Fronting Exposure with respect Issuer or the Swing Line Lender, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender 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 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, the L/C Issuer Issuers or Swingline the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the any L/C Issuer or Swingline the Swing 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.16(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 Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 VI or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.49.05), shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower Company 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 Agent; fifththird, if so determined by the 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 Advances under this Agreement; sixthfourth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, so long as no 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 any Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighthsixth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided provided, however, that notwithstanding the foregoing clauses first through sixth, if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Borrowing in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 3.03 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, Advances to all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings Advances owed to, to that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 13 IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.411.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer Issuer, Swing Line Lender, U.K. Swing Line Lender or Swingline Canadian Lender hereunder; third, to Cash Collateralize if so determined by the Administrative Agent or requested by the L/C Issuer’s Fronting Exposure with respect , Swing Line Lender, U.K. Swing Line Lender or Canadian Lender, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender of any participation in any Swing Line Loan, U.K. Swing Line Loan, Canadian Loan or Letter of Credit; fourth, as the Borrower Company may request (so long as no 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, the L/C Issuer Issuer, Swing Line Lender, U.K. Swing Line Lender or Swingline Canadian Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer Issuer, Swing Line Lender, U.K. Swing Line Lender or Swingline Canadian 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 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 13 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.49.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Revolving Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer each Issuing Bank or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which 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 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, the L/C Issuer Issuing Banks or the Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer Issuing Bank or 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 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 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 L/C 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 L/C Borrowings were made at a time when of the conditions set forth in Section 8.2 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the relevant Loans of, and L/C Borrowings LC Disbursements owed to, all Nonthe relevant non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect pursuant to Section 5.10(a)(iv2.05(j). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 5.10(a)(ii2.05(j) 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 13 VII or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.4), ) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer or any Swingline Lender or LC Issuer hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan or drawing under any 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; fourth, to Cash Collateralize such Defaulting Lender’s Participation Interests in Letters of Credit; 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 Lenders, the L/C Revolving Lenders, the LC Issuer or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C LC Issuer or Swingline Lender Lenders against that Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to 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 (xA) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 were satisfied or waivedshare, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that of such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 a Defaulting Lender on account of its Loans or participations under the Revolving Facility Commitments (whether voluntary or mandatory, at maturity, pursuant to Article 13 following an Event of Default or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 13.4)9.06, shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize if so determined by the Administrative Agent or requested by the L/C Issuer’s Fronting Exposure with respect Issuer or Swingline Lender, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender of any participation in any 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, the L/C Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 were satisfied or waivedshare, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.22(v) 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 13 VII or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.4), ) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer any Issuing Lender or Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuing Lender or Swingline Lender, to be held as Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to Collateral for future funding obligations of such Defaulting LenderLender in respect of any participation in any Swingline Loan or Letter of Credit; fourth, as the Borrower Company may request (so long as no 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 such Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer Issuing Lenders or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer Issuing Lenders or Swingline Lender Lenders against that Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to 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 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 Loans or L/C Borrowings LOC Obligations in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 8.2 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings LOC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings LOC Obligations owed to, that such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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(e), 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 13 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.49.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Revolving Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to each Issuing Bank and the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fifth, 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 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, the L/C Issuer Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, such Issuing Bank or the L/C Issuer or 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 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 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.10(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 Section 4.02(c) or Article 13 X or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.412.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no 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; fifththird, 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 Lender’s potential future funding with respect to fund Loans under this Agreement; sixthfourth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, so long as no 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 LenderXxxxxx’s breach of its obligations under this Agreement; and eighthsixth, 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.10(a)(ii2.14(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 upon acceleration or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 13.4)9.8, shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer or Swingline Swing Line Lender hereunder; third, to Cash Collateralize if so determined by the Administrative Agent or requested by the L/C Issuer’s Fronting Exposure with respect Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of such Defaulting LenderLender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Borrowers may request (so long as no 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, Agreement as determined by the Administrative Agent; fifth, as the Borrowers may request and if so determined agreed by the Agent and the BorrowerAdministrative Agent, 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 Lenders, the L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Swing 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 L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 8.2 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.20(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 13 maturity or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 13.410.08), 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, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifththird, 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; sixthfourth, to the payment of any amounts owing to the Lenders, Administrative Agent or the L/C Issuer or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent or any Lender, the L/C Issuer or Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, 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 eighthsixth, 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 Principal Amount of any Loans or L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 7.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, of all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that of such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.10(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any No Ticking Fee shall accrue for the account of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Without limiting the foregoing, any other 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 13 IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.412.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifththird, 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; sixthfourth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, 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 eighthsixth, 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, of all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, of that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.16(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 13 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.49.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunder[reserved]; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender[reserved]; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan under the relevant Facility 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 subject to an Account Control Agreement and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreementthe relevant Facility; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or 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 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 eighth, subject to the last sentence of Section 2.09(e), 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.10(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 Delinquent Lender (whether voluntary or mandatory, at maturity, pursuant to Article §13 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Delinquent Lender pursuant to Section 13.4§16.1), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Delinquent Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Term Loan in respect of which that Defaulting Delinquent Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifththird, 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 Delinquent Lender to fund Term Loans under this Agreement; sixthfourth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender against that Defaulting Delinquent Lender as a result of that Defaulting Delinquent Lender’s breach of its obligations under this Agreement; seventhfifth, 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 Delinquent Lender as a result of that Defaulting Delinquent Lender’s breach of its obligations under this Agreement; and eighthsixth, to that Defaulting Delinquent Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Term Loans or L/C Borrowings in respect of which that Defaulting Delinquent Lender has not fully funded its appropriate share and (y) such Term Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 §12 were satisfied or waived, such payment shall be applied solely to pay the Term Loans of, and L/C Borrowings owed to, of all Nonnon-Defaulting Delinquent Lenders on a pro rata basis prior to being applied to the payment of any Term Loans of, or L/C Borrowings owed to, of that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)Delinquent Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Delinquent Lender that are applied (or held) to pay amounts owed by a Defaulting Delinquent Lender or to post Cash Collateral pursuant to this Section 5.10(a)(ii§2.11.1(b) shall be deemed paid to and redirected by that Defaulting Delinquent 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 13 IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.411.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Swing Line Lender hereunder; third, to Cash Collateralize if so determined by the Administrative Agent or requested by the L/C Issuer’s Fronting Exposure with respect Issuer or Swing Line Lender, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender of any participation in any Swing Line Loan, Letter of Credit or Protective Advance; 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 satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Swing 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.410.06), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; 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 has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifththird, 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 to fund Loans under this Agreement; sixthfourth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s 's breach of its obligations under this Agreement; seventhfifth, 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 eighthsixth, 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 L/C Borrowings Advances in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings Advances were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, Advances all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings Advances owed to, to that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 13 maturity or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.4), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender Issuing Bank hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Bank to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such be held as cash collateral for future funding obligations of that Defaulting LenderLender of any participation in any Letter of Credit; fourth, as the Borrower may request (so long as no 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 Lenders or the Lenders, the L/C Issuer or Swingline Lender Issuing Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the L/C Issuer or Swingline Lender Issuing 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 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 L/C Borrowings Letter of Credit Obligations in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings Letter of Credit Obligations were made at a time when the conditions set forth in Section 8.2 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings Letter of Credit Obligations owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings Letter of Credit Obligations owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii) 2.13 shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. Any funds deposited into a deposit account pursuant to this Section 2.16(a)(ii) shall be invested in accordance with Section 2.13(f)(iii).

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 13 XII or otherwise, and including any amounts amount made available to the Administrative Agent by that such Defaulting Lender pursuant to Section 13.4), 14.8) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment on a pro rata basis of any amounts amount owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer or Swingline any Fronting Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request if Prologis so requests (so long as no 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; fifthfourth, if so determined by the 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; sixthfifth, so long as no Default exists, to the payment on a pro rata basis of any amounts amount owing to the Lenders, the L/C Issuer or Swingline Lender any Loan Party as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender such Loan Party 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 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 eighthsixth, 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 L/C Borrowings Loan in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were Loan was made at a time when the conditions set forth in Section 8.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, of all Nonapplicable non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Loan of such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)Lender. Any paymentspayment, prepayments prepayment or other amounts amount paid or payable to a Defaulting Lender that are is applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.10(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 Agent for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.4), shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer or Issuing Bank and/or the Swingline Lender hereunder; third, if so determined by the Agent or requested by the Issuing Bank and/or the Swingline Lender, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to be held as cash collateral for future funding obligations of such Defaulting LenderLender of any participation in any Swingline 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 such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth, if so determined by the 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 Agent, the Lenders, the L/C Issuer Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by the Agent, any Lender, the L/C Issuer Issuing Bank or Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the 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 (xi) such payment is a payment of the principal amount of any Revolving Loans or L/C Borrowings funded participations in Swingline Loans or Letters of Credit in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Revolving Loans or L/C Borrowings funded participations in Swingline Loans or Letters of Credit were made at a time when the conditions set forth in Section 8.2 7.2 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C Borrowings funded participations in Swingline Loans or Letters of Credit owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C Borrowings funded participations in Swingline Loans or Letters of Credit owed to, that such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii4.4(a) 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 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.410.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Swing Line Lender hereunder; third, to Cash Collateralize if so determined by the Administrative Agent or requested by the L/C Issuer’s Fronting Exposure with respect Issuer or Swing Line Lender, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Co-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 BorrowerCo-Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Swing 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 Co-Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Co-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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 13 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 13.4), 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 the L/C Issuer or Swingline Issuing Lender hereunder; third, to Cash Collateralize cash collateralize the Issuing Lenders’ L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; 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 BorrowerTCG, 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, Lenders or the L/C Issuer or Swingline Lender Issuing Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the L/C Issuer or Swingline 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 Borrower such Xxxxxxxx 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 L/C Borrowings Payments in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings Payments owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings Payments owed to, that such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Reimbursement Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder their Applicable Commitment Percentages without giving effect to Section 5.10(a)(iv3.14(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 5.10(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 such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 13.410.4), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Administrative Agent or L/C Administrator hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender (including amounts owed in its capacity as a Participating Bank) to the L/C Issuer or Swingline Fronting Banks and/or the Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by a Fronting Bank and/or the Swing Line Lender, to be held as Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to Collateral for future funding obligations of such Defaulting LenderLender of any participation in any Swing Line Loan or Fronted Letter of Credit or Several Letter of Credit as to which it is a Participating Bank; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan or Cash Collateralization of any Several Letter of Credit in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; 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 or Several Letters of Credit under this Agreement; sixth, to the payment of any amounts owing to the Administrative Agent, the Lenders, the L/C Issuer Fronting Banks or Swingline the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent, any Lender, any Fronting Bank or the L/C Issuer or Swingline Swing 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 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 L/C Borrowings funded participations in Swing Line Loans or Letters of Credit in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Revolving Loans or L/C Borrowings funded participations in Swing Line Loans or Letters of Credit were made at a time when the conditions set forth in Section 8.2 4.01 or 4.02, as applicable, were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C Borrowings funded participations in Swing Line Loans or Letters of Credit owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C Borrowings funded participations in Swing Line Loans or Letters of Credit owed to, that such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.15(b) shall be deemed paid to and redirected by that such 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 Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.49.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer any Issuing Bank or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure be held as cash collateral, if any cash collateral is required to be delivered pursuant to Section 2.06(j) with respect to any Fronting Exposure of such Defaulting LenderLender not fully reallocated pursuant to clause (iv) below, for future funding obligations of that Defaulting Lender as to its participation in any 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 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; 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; sixth, to the payment of any amounts then owing to the Lenders, the L/C Issuer any Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer any Issuing Bank or Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; 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 Revolving Loans or L/C Borrowings LC Disbursements in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Revolving Loans or L/C Borrowings LC Disbursements were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C Borrowings LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C Borrowings LC Disbursements owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii) section shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. Upon making any payment to the Administrative Agent or any Issuing Bank for the account of a Defaulting Lender, the Borrower’s obligation to pay such amount to such Defaulting Lender shall be fully discharged and such Defaulting Lender shall have no recourse to the Borrower for the payment of such amount.

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 13 VI or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.48.05), 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 the L/C Issuer or Swingline Swing Line Lender hereunder; third, to Cash Collateralize if so determined by the Administrative Agent or requested by the L/C Issuer’s Fronting Exposure with respect Issuer or Swing Line Lender, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender 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 Advance or L/C 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, the L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Swing 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 Advances or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans Advances or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Borrowings owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii8.16(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 13 VII or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.4), ) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer or any Swingline Lender or LC Issuer hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower Representative may request (so long as no Default exists), to the funding of any Loan or drawing under any 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; fourth, to Cash Collateralize such Defaulting Lender’s Participation Interests in Letters of Credit; 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 Lenders, the L/C Revolving Lenders, the LC Issuer or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C LC Issuer or Swingline Lender Lenders against that Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to 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 (xA) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 were satisfied or waivedshare, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that of such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.411.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower Ultimate Parent may request (so long as no 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; fifththird, if so determined by the Administrative Agent and the BorrowerUltimate Parent, 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; sixthfourth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, so long as no 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 eighthsixth, 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 were satisfied or waived, such payment shall be applied solely to pay 4.02 of the Loans of, and L/C Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to Original Credit Agreement (in the payment case of any Loans of, or L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or heldTranche A-1 Loans) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.10(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.and

Reallocation of Payments. Any Subject to the last sentence of Section 2.11(f), any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.49.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Revolving Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to each Issuing Bank and the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; 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; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fifth, in the case of a Revolving Lender, 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 under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, such Issuing Bank or the L/C Issuer or 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 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 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 L/C 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 L/C Borrowings were made at a time when of the conditions set forth in Section 8.2 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the relevant Loans of, and L/C Borrowings LC Disbursements owed to, all Nonthe relevant non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect pursuant to Section 5.10(a)(iv2.05(j) or this 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 5.10(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 13 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.47.05), shall be applied at such time or times as may be 3rd Amended/Restated Credit Agreement determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender Issuing Banks hereunder; third, if so determined by the Administrative Agent or requested by an Issuing Bank or Borrower, to be held in the Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Collateral Account for future funding obligations of that Defaulting LenderLender of any participation in any 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 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 or requested by 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 Advances under this Agreement; sixth, to the payment of any amounts owing to the Lenders, Lenders or the L/C Issuer or Swingline Lender Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the L/C Issuer or Swingline Lender 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 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 Advances or L/C Borrowings Letter of Credit Obligations in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans Advances or L/C Borrowings were Letter of Credit Obligations was made at a time when the conditions set forth in Section 8.2 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Borrowings Letter of Credit Obligations owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Borrowings Letter of Credit Obligations owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 deposit into the Cash Collateral Account pursuant to this Section 5.10(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 13 § 14 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.4§ 17.1), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, if so determined by the Administrative Agent, to the payment on a pro rata basis be held as Cash Collateral for future funding obligations of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunderof any participation in any Letter of Credit; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower Borrowers 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 Credit Agreement, as determined by the Administrative Agent; fifthfourth, 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 Revolving Credit Loans under this Credit Agreement; sixthfifth, to the payment of any amounts owing to the Lenders, Lenders or the L/C Issuer or Swingline Lender Administrative Agent as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the L/C Issuer or Swingline Lender Administrative Agent against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; seventhsixth, 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 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 Revolving Credit Loans or L/C Borrowings Letter of Credit borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Revolving Credit Loans or L/C Borrowings Letter of Credit borrowings were made at a time when the conditions set forth in Section 8.2 § 13 were satisfied or waived, such payment shall be applied solely to pay the Revolving Credit Loans of, and L/C Borrowings Letter 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 L/C Borrowings Letter of Credit borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii§ 2.11.1(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 Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 VIII or otherwise), and including any amounts made available shall not be paid or distributed to the Agent by that Defaulting Lender pursuant to Section 13.4)Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until the Termination Date and shall be applied at such time or times as may be reasonably determined by the Administrative Agent and the Borrower 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 hereunder; third, if so determined by the Administrative Agent or requested by the applicable L/C Issuer or Swingline Lender hereunder; thirdthe Borrower, as applicable, to be held as Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Collateral for future funding obligations of that Defaulting LenderLender of any participation in any Letter of Credit; fourth, as the Borrower may request (so long as no 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 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, the any L/C Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the any L/C Issuer or 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 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, after the Termination Date, 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.19(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 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.410.08), 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 the L/C Issuer or Swingline Swing Line Lender hereunder; third, to Cash Collateralize if such Defaulting Lender is a Revolving Credit Lender and if so determined by the Administrative Agent or requested by the L/C Issuer’s Fronting Exposure with respect Issuer or Swing Line Lender, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender 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, in the case of a Defaulting Lender under any Facility, to the payment of any amounts owing to the Lendersother Lenders under such Facility (in the case of the Revolving Credit Facility, including the L/C Issuer or Swingline Lender Swing 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 the L/C Issuer or Swingline Lender Swing 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 (xA) such payment is a payment of the principal amount of any Loans under any Facility or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (yB) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings 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 L/C Borrowings owed to, that Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by under the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 5.10(a)(iv)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 pursuant to this Section 5.10(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 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.411.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Swing Line Lender hereunder; third, to Cash Collateralize if so determined by the Administrative Agent or requested by the Borrower, the L/C Issuer’s Fronting Exposure with respect Issuer or Swing Line Lender, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender 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, the L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Swing 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 (xA) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (yB) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.16(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 13 6 or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.4), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer any Issuing Lender or Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Lender or Swingline Lender, to be held as Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Collateral for future funding obligations of that Defaulting LenderLender of any participation in any Swingline Loan or Letter of Credit; fourth, as the Borrower Company may request (so long as no 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, the L/C Issuer Issuing Lenders or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer any Issuing Lender or 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 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 L/C Borrowings Letters of Credit in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made or Letters of Credit were issued at a time when the conditions set forth in Section 8.2 3.03 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings Letter of Credit Liabilities owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings Letter of Credit Liabilities owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.19(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 maturity or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.4), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender Issuing Bank hereunder; third, if so determined by Administrative Agent or requested by the Issuing Bank to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such be held as cash collateral for future funding obligations of that Defaulting LenderLender of any participation in any Letter of Credit; fourth, as the Borrower Borrowers 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; 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 Lenders or the Lenders, the L/C Issuer or Swingline Lender Issuing Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the L/C Issuer or Swingline Lender Issuing 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 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 Advances or L/C Borrowings Letter of Credit Obligations in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans Advances or L/C Borrowings Letter of Credit Obligations were made at a time when the conditions set forth in Section 8.2 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Borrowings Letter of Credit Obligations owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Borrowings Letter of Credit Obligations owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii) 2.13 shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. Any funds deposited into a deposit account pursuant to this Section 2.16(a)(ii) shall be invested in accordance with Section 2.13(f)(iii).

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 13 ARTICLE VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 13.4), 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer or Swingline Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting LenderLender in accordance with Section 2.14; fourth, as the Borrower may request (so long as no 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 pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline the Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no 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 (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely -76- to pay the Loans of, and L/C Borrowings Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings Obligations owed to, that such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 5.10(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.10(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.4)10.09) in respect of any Revolving Credit Facility, shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the each L/C Issuer or Swingline and the Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which 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, the L/C Issuer or Swingline the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the such L/C Issuer or Swingline the Swing Line 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 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 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 a payment made by the L/C Borrowings in respect Issuer pursuant to a Letter of which that Credit and such Lender is a Defaulting Lender has not fully funded its appropriate share and under clause (ya) such Loans or L/C Borrowings were made at a time when of the conditions set forth in Section 8.2 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the relevant Loans of, and L/C Borrowings disbursements owed to, all Nonthe relevant non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect pursuant to Section 5.10(a)(iv2.03(g). Any payments, prepayments or other amounts paid 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 5.10(a)(ii2.03(g) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement or the other Loan Documents (whether voluntary or mandatory, at maturity, pursuant to Article 13 Section 8.01 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.4), 11.01) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to any Issuing Lender or the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure of the Issuing Lenders with respect to such Defaulting LenderLender in accordance with Section 2.20 with a corresponding release of any Cash Collateral provided by the Borrower and/or a reversal of any reallocations made among the Lenders with respect to such Fronting Exposure pursuant to Section 2.21(e); fourth, as the Borrower may request (so long as no Default or Unmatured Default exists), to the funding of any Loan or funded participation in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; 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 (A) satisfy obligations of that Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this Agreement and (B) Cash Collateralize the Issuing Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to fund Loans future Letters of Credit issued under this Agreement, in accordance with Section 2.20; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer Issuing Lenders or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Lender or the L/C Issuer or 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 Unmatured Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against 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 L/C Borrowings funded participations in Letters of Credit in respect of which that Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely first to pay the Loans of, and L/C Borrowings funded participations in Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings funded participations in Letters of Credit or Swingline Loans owed to, that such Defaulting Lender 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 Commitments hereunder Aggregate Commitment under the Revolving Credit Facility without giving effect to Section 5.10(a)(iv2.22(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.10(a)(ii) 2.21 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 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.410.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline the Swing Line Lender hereunder; third, to Cash Collateralize if so determined by the Administrative Agent or requested by the L/C Issuer’s Fronting Exposure with respect Issuer or the Swing Line Lender, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender 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 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, the L/C Issuer or Swingline the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline the Swing 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 13 VII or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.4), ) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer or any Swingline Lender or LC Issuer hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower Representative may request (so long as no Default exists), to the funding of any Loan or drawing under any 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; fourth, to Cash Collateralize such Defaulting Lender’s Participation Interests in Letters of Credit; 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 Lenders, the L/C Revolving Lenders, the LC Issuer or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C LC Issuer or Swingline Lender Lenders against that Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to 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 L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 were satisfied or waivedshare, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that of such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 13.410.04), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer or Swingline Lender Administrative Agent hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourthsecond, as the Borrower may request (so long as no 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; fifththird, 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; sixthfourth, to the payment of any amounts owing to the Lenders, Administrative Agent and the L/C Issuer or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent or any Lender, the L/C Issuer or Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, so long as no 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 eighthsixth, 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 Loans or L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, to all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that to such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.15(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 Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 §14 or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.4), shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer Fronting Bank or Swingline Lender hereunder; third, if so determined by the Agent or requested by the Fronting Bank or Swingline Lender, to be held as Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Collateral for future funding obligations of that Defaulting LenderLender of any participation in any 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 Agent; fifth, if so determined by the 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, the L/C Issuer Fronting Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer Fronting Bank or 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 L/C Borrowings Reimbursement Obligations in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings Reimbursement Obligations were made at a time when the conditions set forth in Section 8.2 §13 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings Reimbursement Obligations owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings Reimbursement Obligations owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii§4.12.1(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 Defaulting Lender under this Agreement or the other Loan Documents (whether voluntary or mandatory, at maturity, pursuant to Article 13 Section 8.01 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.4), 11.01) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer or Swingline any Issuing Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure of the Issuing Lenders with respect to such Defaulting LenderLender in accordance with Section 2.20 with a corresponding release of any Cash Collateral provided by the Borrower and/or a reversal of any reallocations made among the Lenders with respect to such Fronting Exposure pursuant to Section 2.21(e); fourth, as the Borrower may request (so long as no Default or Unmatured Default exists), to the funding of any Loan or funded participation in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; 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 (A) satisfy obligations of that Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this Agreement and (B) Cash Collateralize the Issuing Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to fund Loans future Letters of Credit issued under this Agreement, in accordance with Section 2.20; sixth, to the payment of any amounts owing to the Lenders, Lenders or the L/C Issuer or Swingline Lender Issuing Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer Lender or Swingline any 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 Unmatured Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against 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 L/C Borrowings funded participations in Letters of Credit in respect of which that Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely first to pay the Loans of, and L/C Borrowings funded participations in Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings funded participations in Letters of Credit owed to, that such Defaulting Lender 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 Commitments hereunder Aggregate Commitment under the Revolving Credit Facility without giving effect to Section 5.10(a)(iv2.22(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.10(a)(ii) 2.21 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(f), 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 13 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.49.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Revolving Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to each Issuing Bank and the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fifth, 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 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, the L/C Issuer Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, such Issuing Bank or the L/C Issuer or 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 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 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.10(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 13 or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 13.49.04), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer or Issuing Bank and/or the Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Bank and/or the Swingline Lender, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to be held as cash collateral for future funding obligations of such Defaulting LenderLender of any participation in any 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, the L/C Issuer Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent, any Lender, the L/C Issuer Issuing Bank or Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against 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 L/C Borrowings funded participations in Swingline Loans or Letters of Credit in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Revolving Loans or L/C Borrowings funded participations in Swingline Loans or Letters of Credit were made at a time when the conditions set forth in Section 8.2 4.03 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C Borrowings funded participations in Swingline Loans or Letters of Credit owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C Borrowings funded participations in Swingline Loans or Letters of Credit owed to, that such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.23(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 13 VII or otherwise, and including any amounts made available to the Administrative Agent by that such Defaulting Lender pursuant to Section 13.49.08), 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, to the payment on a pro rata basis of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by that any Lender against such Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fourththird, as the Borrower may request (so long as no 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; fifthfourth, 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 such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, so long as no 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 eighthsixth, to that such 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 L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the applicable Loans of, and L/C Borrowings owed to, of all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that of such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.10(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents heretothereto.

Reallocation of Payments. Any Subject to the last sentence of Section 2.11(f), any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.49.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifththird, 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 in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixthfourth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, 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 eighthsixth, 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 L/C Borrowings in respect of which that and such Lender is a Defaulting Lender has not fully funded its appropriate share and under clause (ya) such Loans or L/C Borrowings were made at a time when of the conditions set forth in Section 8.2 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the relevant Loans of, and L/C Borrowings owed to, all Nonof the relevant non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect pursuant to Section 5.10(a)(iv2.05(j) or this 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 5.10(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 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.4the Guarantee), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Swing Line Lender hereunder, on a pro rata basis; third, to Cash Collateralize if so determined by the Administrative Agent or requested by the L/C Issuer’s Fronting Exposure with respect Issuer or Swing Line Lender, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender 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, the L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Swing 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.16(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(f), 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 13 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.49.08), 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, (x) in the case of a USD Tranche Revolving Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to each USD Tranche Issuing Bank and (y) in the L/C Issuer or Swingline case of a Multicurrency Tranche Revolving Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender hereunderto each Multicurrency Tranche Issuing Bank; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which 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 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, the L/C Issuer or Swingline Lender Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline 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 AMERICAS 107903477 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 L/C 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 L/C Borrowings were made at a time when of the conditions set forth in Section 8.2 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the relevant Loans of, and L/C Borrowings LC Disbursements owed to, all Nonthe relevant non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect pursuant to Section 5.10(a)(iv2.05(j) or this 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 5.10(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 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.410.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Swing Line Lender hereunder; third, to Cash Collateralize if so determined by the Administrative Agent or requested by the L/C Issuer’s Fronting Exposure with respect Issuer or Swing Line Lender, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Co-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 BorrowerCo-Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Swing 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 Co-Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Co-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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 or Section 4.03, as applicable, were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 Agent for the account of that such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.4), shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer or Issuing Bank and/or the Swingline Lender hereunder; third, if so determined by the Agent or requested by the Issuing Bank and/or the Swingline Lender, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to be held as cash collateral for future funding obligations of such Defaulting LenderLender of any participation in any Swingline 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 such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth, if so determined by the 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 Agent, the Lenders, the L/C Issuer Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by the Agent, any Lender, the L/C Issuer Issuing Bank or Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s 's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the 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 (xi) such payment is a payment of the principal amount of any Revolving Loans or L/C Borrowings funded participations in Swingline Loans or Letters of Credit in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Revolving Loans or L/C Borrowings funded participations in Swingline Loans or Letters of Credit were made at a time when the conditions set forth in Section 8.2 7.2 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C Borrowings funded participations in Swingline Loans or Letters of Credit owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C Borrowings funded participations in Swingline Loans or Letters of Credit owed to, that such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii4.4(a) 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 13 VIII or otherwise, and 72675776_3 including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.410.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifththird, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest non‑interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixthfourth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, 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 eighthsixth, 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, of all Non-Defaulting non‑Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, of that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 13 VII or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.4), ) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer any Issuing Lender or Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any Issuing Lender or Swingline Lender, to be held as Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to Collateral for future funding obligations of such Defaulting LenderLender in respect of any participation in any Swingline Loan or Letter of Credit; fourth, as the Borrower may request (so long as no 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 such Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer Issuing Lenders or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer Issuing Lenders or Swingline Lender Lenders against that Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to 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 (xA) such payment is a payment of the principal amount of any Loans or L/C Borrowings LOC Obligations in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 were satisfied or waivedshare, such payment shall be applied solely to pay the Loans of, and L/C Borrowings LOC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings LOC Obligations owed to, that such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 13 IX or otherwise, and including any amounts made available to the Administrative Agent by that such Defaulting Lender pursuant to Section 13.411.09), 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 such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower Company may request (so long as no Event of Default or Unmatured Event of Default exists), to the funding of any Term 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 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; sixththird, to the payment on a pro rata basis of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventhfourth, so long as no Event of Default or Unmatured 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 eighthfifth, 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 Term Loans or L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Term Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 Sections 5.01 and 5.02 were satisfied or waived, such payment shall be applied solely to pay the Term Loans of, and L/C Borrowings owed to, of all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Term Loans of, or L/C Borrowings owed to, that to such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 VIII or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.410.08), shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize if so determined by Agent or requested by the L/C Issuer’s Fronting Exposure with respect , to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender of any participation in any 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 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, Lenders or the L/C Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the L/C Issuer or 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 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 13 VII or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.4), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer or Swingline Lender Issuing Banks hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Banks, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to be held as cash collateral for future funding obligations of such Defaulting LenderLender of any participation in any 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 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 Revolving Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender Issuing Banks 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 (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Disbursements in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 were satisfied or waivedshare, such payment shall be applied solely to pay the Loans of, and L/C Borrowings Disbursements owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings Disbursements owed to, that such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)Lender. Any payments, prepayments payments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 5.10(a)(ii2.25(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(f), 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 13 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.49.08), shall be applied at such time or times as may be determined by the Administrative Agent (acting at the Direction of the Required Lenders) as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Revolving Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender each Issuing Bank hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the AgentAdministrative Agent (acting at the Direction of the Required Lenders); fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fifth, in the case of a Revolving Lender, if so determined by the Administrative Agent (acting at the Direction of the Required Lenders) 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, Lenders or the L/C Issuer or Swingline Lender Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer Lender or Swingline Lender such Issuing 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 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 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 L/C 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 L/C Borrowings were made at a time when of the conditions set forth in Section 8.2 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the relevant Loans of, and L/C Borrowings LC Disbursements owed to, all Nonthe relevant non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect pursuant to Section 5.10(a)(iv2.05(j) or this 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 5.10(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 13 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.49.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Revolving Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender each Issuing Bank hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which 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 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, the L/C Issuer or Swingline Lender Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline 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 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 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 L/C 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 L/C Borrowings were made at a time when of the conditions set forth in Section 8.2 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the relevant Loans of, and L/C Borrowings LC Disbursements owed to, all Nonthe relevant non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect pursuant to Section 5.10(a)(iv2.05(j). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 5.10(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 Fees (to the extent payable to such Defaulting Lender pursuant to Section 2.25(a)(iii)) 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 13 Section 7 or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.4), ) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer or Administrative Agent, the Issuing Lender and the Swingline Lender hereunder; thirdsecond, if so determined by the Administrative Agent or requested by the Issuing Lender or Swingline Lender, to be held as Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to Collateral for future funding obligations of such Defaulting LenderLender in respect of any Participation Interest in any Swingline Loan or Letter of Credit; fourththird, 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 such 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 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 and other amounts under this Agreement; sixthfifth, to the payment of any amounts owing to the Lenders, the L/C Issuer Issuing Lender or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer Issuing Lender or Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventhsixth, 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 such 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 L/C Borrowings Obligations in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 were satisfied or waivedRatable Share, such payment shall be applied solely to pay the Loans of, and L/C Borrowings Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings Obligations owed to, that such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement or the other Loan Documents (whether voluntary or mandatory, at maturity, pursuant to Article 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.410.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Swing Line Lender hereunder; third, to Cash Collateralize if so determined by the Administrative Agent or requested by the L/C Issuer’s Fronting Exposure with respect Issuer or Swing Line Lender, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender 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 (other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (provided that such cash collateral shall be invested solely in investments that provide for preservation of capital)) and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Swing 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.16(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 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.410.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Swing Line Lender hereunder; third, to Cash Collateralize if such Defaulting Lender is a Revolving Lender, if so determined by the Administrative Agent or requested by the L/C Issuer’s Fronting Exposure with respect Issuer or Swing Line Lender, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender 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 then owing to the Lenders, the L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Swing 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 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 (xA) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (yB) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.410.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer Issuers or Swingline the Swing Line Lender hereunder; third, to Cash Collateralize if so determined by the Administrative Agent or requested by an L/C Issuer’s Fronting Exposure with respect Issuer or the Swing Line Lender, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender 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, the L/C Issuer Issuers or Swingline the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the any L/C Issuer or Swingline the Swing 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.16(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 13 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 13.4), 10.07 shall be applied 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 M&T Bank as the L/C Issuer or Swingline Lender provider of the M&T Advances hereunder; third, if so determined by the Administrative Agent or requested by M&T Bank to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such future funding obligations of that Defaulting LenderLender of any participation in any M&T Advance; 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 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 pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, Lenders or M&T Bank as the L/C Issuer or Swingline Lender provider of the M&T Advances as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or M&T Bank as the L/C Issuer or Swingline Lender provider of the M&T Advances 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 L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that of such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans M&T Advances are held by the Lenders pro rata in accordance with their Applicable Percentages under the Commitments hereunder applicable Credit Facility without giving effect to Section 5.10(a)(iv2.18.1(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.10(a)(ii) 2.18 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 13 Section 8.02 or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.4), ) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower Borrowers may request (so long as no Default then exists), to the funding of any Term 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; fifththird, 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 Term Loans under this Agreement; sixthfourth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, so long as no 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 eighthsixth, 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 Term Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (yii) such Term Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.01 were satisfied or waived, such payment shall be applied solely to pay the Term Loans of, and L/C Borrowings owed to, of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, Term Loan of that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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(f), 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 13 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.49.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Revolving Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to each Issuing Bank and the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the a 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; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fifth, in the case of a Revolving Lender, 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 under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, such Issuing Bank or the L/C Issuer or 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 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 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 L/C 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 L/C Borrowings were made at a time when of the conditions set forth in Section 8.2 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the relevant Loans of, and L/C Borrowings LC Disbursements owed to, all Nonthe relevant non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect pursuant to Section 5.10(a)(iv2.05(j) or this 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 5.10(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 13 VI or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.48.05), 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 the L/C Issuer or Swingline Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting LenderLender in accordance with Section 2.18; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance or L/C Advance in respect of which that Defaulting Lender has failed to fund its portion 51729297_11 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 Advances under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Swing 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 Advances or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans Advances or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Borrowings owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii8.16(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 13 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.49.06), shall be applied at such time or times as may be determined by the Administrative 103 Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender Issuing Banks hereunder; third, to Cash Collateralize the L/C Issuer’s Issuing Banks’ Fronting Exposure with respect to such Defaulting LenderLender in accordance with Section 2.22; 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 (x) satisfy obligations of that Defaulting Lender to fund Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.22; sixth, to the payment of any amounts owing to the Lenders, Lenders or the L/C Issuer or Swingline Lender Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer Lender or Swingline Lender Issuing 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 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 13 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.49.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer Issuing Banks or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure be held as cash collateral, if any cash collateral is required to be delivered pursuant to Section 2.06(j) with respect to any Fronting Exposure of such Defaulting LenderLender not fully reallocated pursuant to clause (iv) below, for future funding obligations of that Defaulting Lender as to its participation in any 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 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; 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; sixth, to the payment of any amounts then owing to the Lenders, the L/C Issuer Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer Issuing Bank or 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 Revolving Loans or L/C Borrowings LC Disbursements in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Revolving Loans or L/C Borrowings LC Disbursements were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C Borrowings LC Disbursements owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C Borrowings LC Disbursements owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii) section shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. Upon making any payment to the Administrative Agent or any Issuing Bank for the account of a Defaulting Lender, the Borrower’s obligation to pay such amount to such Defaulting Lender shall be fully discharged and such Defaulting Lender shall have no recourse to the Borrower for the payment of such amount.

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 13 III or otherwise, and including any amounts made available ) shall not be paid or distributed to the Agent by that Defaulting Lender pursuant to Section 13.4)Lender, but will instead be retained by the Administrative Agent in a segregated non-interest bearing account until the Termination Date and shall be applied at such time or times as may be reasonably determined by the Administrative Agent and the Borrower as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the any L/C Issuer or Swingline the Swing Line Lender hereunder; third, to Cash Collateralize if so determined by the Administrative Agent or requested by the applicable L/C Issuer’s Fronting Exposure with respect , the Swing Line Lender or the Borrower, as applicable, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender of any participation in any Letter of Credit or Swing Line Loan; fourth, as the Borrower may request (so long as no 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 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 potential future obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the any L/C Issuer or Swingline the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the any L/C Issuer or Swingline the Swing 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 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, after the Termination Date, 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings 119 owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.19(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 Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.4), shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no 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 Agent; fifththird, if so determined by the 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; sixthfourth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, so long as no 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 eighthsixth, 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, of that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.10(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 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.410.08), shall be applied at such time or times as may be D-2205695_10 determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Swing Line Lender hereunder; third, to Cash Collateralize if so determined by the Administrative Agent or requested by the L/C Issuer’s Fronting Exposure with respect Issuer or Swing Line Lender, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Principal 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 Principal 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, the L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Swing 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 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 (to the extent required to be paid by the Borrowers under Section 2.17(a)(iii)) or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.411.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Swing Line Lender hereunder; third, to Cash Collateralize if so determined by the Administrative Agent or requested by the L/C Issuer’s Fronting Exposure with respect Issuer or Swing Line Lender, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Company may request (so long as no 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 Committed Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Swing 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 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement or the other Loan Documents (whether voluntary or mandatory, at maturity, pursuant to Article 13 Section 8.01 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.4), 11.01) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer any Issuing Lender or any Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure of the Issuing Lenders with respect to such Defaulting LenderLender in accordance with Section 2.20 with a corresponding release of any Cash Collateral provided by any Borrower and/or a reversal of any reallocations made among the Lenders with respect to such Fronting Exposure pursuant to Section 2.21(e); fourth, as the Borrower Company may request (so long as no Default or Unmatured Default exists), to the funding of any Loan or funded participation in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; 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 (A) satisfy obligations of that Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this Agreement and (B) Cash Collateralize the Issuing Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to fund Loans future Letters of Credit issued under this Agreement, in accordance with Section 2.20; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer Issuing Lenders or the Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer any Issuing Lender or any 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 Unmatured 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 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 L/C Borrowings funded participations in Letters of Credit in respect of which that Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely first to pay the Loans of, and L/C Borrowings funded participations in Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings funded participations in Letters of Credit or Swingline Loans owed to, that such Defaulting Lender 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 Commitments hereunder Aggregate Commitment under the Revolving Credit Facility without giving effect to Section 5.10(a)(iv2.22(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.10(a)(ii) 2.21 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 13 VIII or otherwise, and including any amounts made available to the ) or received by Administrative Agent by that from a Defaulting Lender pursuant to Section 13.4), 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting LenderLender in accordance with Section 2.15; 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 pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender Lenders 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 '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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings Obligations owed to, all Non-Defaulting Lenders under the applicable Facility on a pro rata basis (and ratably among all applicable Facilities computed in accordance with the Defaulting Lenders’ respective funding deficiencies) prior to being applied to the payment of any Loans of, or L/C Borrowings Obligations owed to, that such Defaulting Lender under the applicable Facility until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 5.10(a)(iv2.16(a)(iv). It is agreed and understood that Administrative Agent shall be entitled to set off any funding shortfall of such Defaulting Lender against such Defaulting Lender’s respective share of any payments received from Borrower. Any payments, prepayments or other amounts paid 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 5.10(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 13.410.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifththird, 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 Defaulting Lender with respect to fund Loans under this AgreementAgreement in accordance with Section 2.15; sixthfourth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, 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 eighthsixth, 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 L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, of all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that of such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.410.08) (excluding Cash Collateral), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline the Swing Line Lender hereunder; third, to Cash Collateralize if so determined by the Administrative Agent or requested by the L/C Issuer’s Fronting Exposure with respect Issuer or the Swing Line Lender, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender 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, the L/C Issuer or Swingline the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline the Swing 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 13 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.49.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Revolving Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to each Issuing Bank and the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as if so determined by 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-an 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, the L/C Issuer Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, such Issuing Bank or the L/C Issuer or 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 as a result of any judgment of a court of competent jurisdiction obtained by the Borrower or any other 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 L/C 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 L/C Borrowings were made at a time when of the conditions set forth in Section 8.2 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the relevant Loans of, and L/C Borrowings LC Disbursements owed to, all Nonthe relevant non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect pursuant to Section 5.10(a)(iv2.05(j). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 5.10(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 such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 13.49.04), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer or Issuing Bank and/or the Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Bank and/or the Swingline Lender, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to be held as cash collateral for future funding obligations of such Defaulting LenderLender of any participation in any 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, the L/C Issuer Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent, any Lender, the L/C Issuer Issuing Bank or Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against 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 L/C Borrowings funded participations in Swingline Loans or Letters of Credit in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Revolving Loans or L/C Borrowings funded participations in Swingline Loans or Letters of Credit were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C Borrowings funded participations in Swingline Loans or Letters of Credit owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C Borrowings funded participations in Swingline Loans or Letters of Credit owed to, that such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.23(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 13 XII or otherwise, and including any amounts amount made available to the Administrative Agent by that such Defaulting Lender pursuant to Section 13.4), 11.8) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment on a pro rata basis of any amounts amount owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer or Swingline any Fronting Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request if Prologis so requests (so long as no 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; fifthfourth, if so determined by the 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; sixthfifth, so long as no Default exists, to the payment on a pro rata basis of any amounts amount owing to the Lenders, the L/C Issuer or Swingline Lender any Loan Party as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender such Loan Party 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 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 eighthsixth, 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 L/C Borrowings Loan in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were Loan was made at a time when the conditions set forth in Section 8.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, of all Nonapplicable non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Loan of such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)Lender. Any paymentspayment, prepayments prepayment or other amounts amount paid or payable to a Defaulting Lender that are is applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.10(a)(ii3.13.1(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 Applicable Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 8 or otherwise, and including any amounts made available to the Applicable Administrative Agent by that Defaulting Lender pursuant to Section 13.411.08), 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 the L/C Issuer or Swingline Swing Line Lender hereunder; third, to Cash Collateralize if so determined by the Applicable Administrative Agent or requested by the L/C Issuer’s Fronting Exposure with respect Issuer or Swing Line Lender, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower Holdings 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 Applicable Administrative Agent; fifth, if so determined by the Applicable Administrative Agent and the BorrowerHoldings, 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, the L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Swing 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.03 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.16(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 13 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.49.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Revolving Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender each Issuing Bank hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which 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 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, Lenders or the L/C Issuer or Swingline Lender Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline 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 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 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 L/C 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 L/C Borrowings were made at a time when of the conditions set forth in Section 8.2 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the relevant Loans of, and L/C Borrowings LC Disbursements owed to, all Nonthe relevant non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect pursuant to Section 5.10(a)(iv2.05(j). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 5.10(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 13 IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.411.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Swing Line Lender hereunder; third, to Cash Collateralize if so determined by the Administrative Agent or requested by the L/C Issuer’s Fronting Exposure with respect Issuer or Swing Line Lender, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender of any participation in any Swing Line Loan, Letter of Credit or Protective Advance; 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 satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Swing 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.10(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.72 #500021837_v16

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 X or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 13.412.3), shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Agent hereunder; second, if so determined by the Agent, to the payment on a pro rata basis be held as cash collateral for future funding obligations (if any) of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunderof any participation in any Letter of Credit; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent, unless funded by another Lender; fifthfourth, if so determined by the Agent and the BorrowerBorrowers (so long as no Default or Event of Default exists), 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, the L/C Issuer or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or 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 any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the any Borrower 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 L/C Borrowings participations, if applicable, under Section 2.2.(i)) in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 5.2. were satisfied or waivedwaived (or were Loans made or participations acquired pursuant to Section 2.2(i)), such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, (or participations) of all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that of such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Letter of Credit Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 5.10(a)(iv)subsection (a)(iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 5.10(a)(ii3.11(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 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 13.410.04), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the L/C Issuer or Swingline Lender Administrative Agent hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourthsecond, as the Borrower may request (so long as no 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; fifththird, if so determined by the Administrative Agent and the Borrower, to be held in a non-non- interest bearing deposit account and released in order to satisfy obligations of that such Defaulting Lender to fund Loans under this Agreement; sixthfourth, to the payment of any amounts owing to the Lenders, Administrative Agent and the L/C Issuer or Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent or any Lender, the L/C Issuer or Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, so long as no 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 eighthsixth, 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 Loans or L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, to all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.10(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.Lenders

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 13 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.49.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Revolving Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to each Issuing Bank and the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which 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 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, the L/C Issuer Issuing Banks or the Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer such Issuing Bank or such 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 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 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 L/C 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 L/C Borrowings were made at a time when of the conditions set forth in Section 8.2 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the relevant Loans of, and L/C Borrowings LC Disbursements owed to, all Nonthe relevant non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect pursuant to Section 5.10(a)(iv2.05(j). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are NAI-1532775236v11532775236v9 88 Blue Bird Body Company Credit Agreement applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 5.10(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 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.410.06), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender; 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 has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifththird, 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 to fund Loans under this Agreement; sixthfourth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventhfifth, 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 eighthsixth, 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 L/C Borrowings Advances in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings Advances were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, Advances all Non-non- Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings Advances owed to, to that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.16(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 13 IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.411.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swingline Lender Issuers hereunder; third, to Cash Collateralize the if requested by a L/C Issuer’s , to be held as Cash Collateral for Fronting Exposure with respect to such Defaulting LenderExposure; 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, the Lenders or a L/C Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Lender or a L/C Issuer or 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 L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(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 13 or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 13.410.4), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Administrative Agent or L/C Administrator hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender (including amounts owed in its capacity as a Participating Bank) to the L/C Issuer or Swingline Fronting Banks and/or the Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by a Fronting Bank and/or the Swing Line Lender, to be held as Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to Collateral for future funding obligations of such Defaulting LenderLender of any participation in any Swing Line Loan or Fronted Letter of Credit or Several Letter of Credit as to which it is a Participating Bank; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan or Cash Collateralization of any Several Letter of Credit in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; 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 or Several Letters of Credit under this Agreement; sixth, to the payment of any amounts owing to the Administrative Agent, the Lenders, the L/C Issuer Fronting Banks or Swingline the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent, any Lender, any Fronting Bank or the L/C Issuer or Swingline Swing 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 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 Term Loans or L/C Borrowings Revolving Loans or funded participations in Swing Line Loans or Letters of Credit in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yii) such Term Loans or L/C Borrowings Revolving Loans or funded participations in Swing Line Loans or Letters of Credit were made at a time when the conditions set forth in Section 8.2 4.01 or 4.02, as applicable, were satisfied or waived, such payment shall be applied solely to pay the Term Loans or Revolving Loans of, and L/C Borrowings funded participations in Swing Line Loans or Letters of Credit owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Term Loans or Revolving Loans of, or L/C Borrowings funded participations in Swing Line Loans or Letters of Credit owed to, that such Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.15(b) shall be deemed paid to and redirected by that such 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 Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 13 VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.410.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C C-BA Issuer or Swingline Swing Line Lender hereunder; third, to Cash Collateralize if so determined by the Administrative Agent or requested by the L/C Issuer’s Fronting Exposure with respect C-BA Issuer or Swing Line Lender, to such be held as Cash Collateral for future funding obligations of that Defaulting LenderLender of any participation in any Swing Line Loan, Letter of Credit or Bankers’ Acceptance; fourth, as the Borrower Borrowing Agent may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowing Agent, 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, the L/C C-BA Issuer or Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C C-BA Issuer or Swingline Swing 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 L/C C-BA Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C C-BA Borrowings were made at a time when the conditions set forth in Section 8.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C C-BA Borrowings owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C C-BA Borrowings owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.16(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 13 III or VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.410.14), 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 the L/C LC Issuer or Swingline Lender hereunder; third, if so determined by Administrative Agent or requested by LC Issuer, to be held as Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Collateral for future funding obligations of that Defaulting LenderLender of any participation in any Letter of Credit; fourth, as the Borrower may request (so long as no 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, the L/C Lenders or LC Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Lender or LC Issuer or 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 L/C Borrowings Matured LC Obligations in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings Matured LC Obligations were made at a time when the conditions set forth in Section 8.2 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings Matured LC Obligations owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings Matured LC Obligations owed to, that Defaulting Lender 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 Commitments hereunder without giving effect to Section 5.10(a)(iv)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 5.10(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.