Common use of Reallocation of Payments Clause in Contracts

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of a Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by Administrative Agent; fourth, if so determined by Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement), 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 such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventh, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, if so determined by Administrative Agentin the case of a Revolving Lender, to be held as cash collateral for future funding obligations the payment on a pro rata basis of such any amounts owing by that Defaulting LenderLender to each Issuing Bank hereunder; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit 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 applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifthsixth, to the payment of any amounts owing to the non-Defaulting Lenders or the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or such Issuing Bank against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthseventh, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)exists, to the payment of any amounts owing to the applicable Borrower any Loan Party as a result of any judgment of a court of competent jurisdiction obtained by such Borrower any Loan Party against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventheighth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) if such payment is a payment of the principal amount of any Loans in respect of which or LC Disbursements and such Lender is a Defaulting Lender has not fully funded its appropriate share; and under clause (ya) such Loans were made at a time when of the conditions set forth in Section 4.02 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the relevant Loans of all of, and LC Disbursements owed to, the relevant non-Defaulting Lenders on a pro rata basis prior to being applied pursuant to the payment of any Loans of such Defaulting LenderSection 2.05(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 2.18(a)(ii2.05(j) shall be deemed paid to and redirected by such 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 a that Defaulting Lender under this Agreement or the other Loan Documents (whether voluntary or mandatory, at maturity, pursuant to Article VII Section 8.01 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.0811.01), 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, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Unmatured Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable 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 such that Defaulting Lender to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Unmatured Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Loans in respect of which such that Defaulting Lender has not fully funded its appropriate share; share and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely first to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lenderas set forth above in this sub-clause (ii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii2.20(a)(ii) shall be deemed paid to and redirected by such 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 a such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 9.0811.2), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Loan Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Loan Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Administrative Agent or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent or any Lender against such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Credit Loan Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Loan Agreement; and seventhsixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (xi) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; share and (yii) such Loans were made at a time when the conditions set forth in Section 4.02 5.1 were satisfied or waived, such payment shall be applied solely to pay the Loans of all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii3.16(b) shall be deemed paid to and redirected by 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.0810.08), 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 so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Term Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Term Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Term Loans in respect of which such that Defaulting Lender has not fully funded its appropriate share; share and (y) such Term Loans were made at a time when the applicable conditions set forth in Section 4.02 Article IV were satisfied or waived, such payment shall be applied solely to pay the Term Loans of all non-Defaulting Lenders on a pro pro-rata basis prior to being applied to the payment of any Term Loans of such that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii2.13(a)(ii) shall be deemed paid to and redirected by such that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of a Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article ARTICLE VII or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by Administrative Agent; fourth, if so determined by Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventh, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii2.20(a)(ii) shall be deemed paid to and redirected by 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, if so determined by Administrative Agentin the case of a Revolving Lender, to be held as cash collateral for future funding obligations the payment on a pro rata basis of such any amounts owing by that Defaulting LenderLender to each Issuing Bank and the Swingline Lender hereunder; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourth, in the case of a Revolving Lender, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifth, to the payment of any amounts owing to the non-Defaulting Lenders Lenders, the 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 Swingline Lender against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventh, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) if such payment is a payment of the principal amount of any Loans in respect of which or LC Disbursements and such Lender is a Defaulting Lender has not fully funded its appropriate share; and under clause (ya) such Loans were made at a time when of the conditions set forth in Section 4.02 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the relevant Loans of all of, and LC Disbursements owed to, the relevant non-Defaulting Lenders on a pro rata basis prior to being applied pursuant to the payment of any Loans of such Defaulting LenderSection 2.05(j). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii2.05(j) shall be deemed paid to and redirected by such 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 a that Defaulting Lender under this Credit Agreement (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.0810.08), 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 so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Loans in respect of which such that Defaulting Lender has not fully funded its appropriate share; share and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by such that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of a Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article ARTICLE VII or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lender hereunder; third, if so determined by Administrative AgentAgent or requested by the Issuing Bank or the Swingline Lender, to be held as cash collateral for future funding obligations of such Defaulting LenderLender of any participation in any outstanding and undrawn Letter of Credit; thirdfourth, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by Administrative Agent; fourthfifth, if so determined by Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifthsixth, to the payment of any amounts owing to the non-Defaulting Lenders Lenders, the Issuing Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthseventh, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement), 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 such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventheighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share; and (y) such Loans or LC Disbursements were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of of, or LC Disbursements owed to, such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 5.02(f) or Article VII X or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.0812.09), 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, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender Lender’s potential future funding with respect to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) if such payment is a payment of the principal amount of any Loans in respect of which such that Defaulting Lender has not fully funded its appropriate share; and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by such 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 a such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 9.089.7), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower Borrowers may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable BorrowerBorrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Administrative Agent or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent or any Lender against such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)exists, to the payment of any amounts owing to the applicable any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii2.25(b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of a Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article Section VII or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by Administrative Agent; fourththird, if so determined by Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of of, or L/C Disbursements owed to, such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.0810.08), 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 so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Term Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Term Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: provided, that, if (xA) such payment is a payment of the principal amount of any Term Loans in respect of which such that Defaulting Lender has not fully funded its appropriate share; share and (yB) such Term Loans were made at a time when the conditions set forth in Section 4.02 4.01 were satisfied or waived, such payment shall be applied solely to pay the Term Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Term Loans of such owed to that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.18(a)(ii2.12(a)(ii) shall be deemed paid to and redirected by such 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 a such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 9.0811.2), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Administrative Agent or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent or any Lender against such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (xi) such payment is a payment of the principal amount of any Revolving Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; share and (yii) such Revolving Loans were made at a time when the conditions set forth in Section 4.02 5 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii3.16(b) shall be deemed paid to and redirected by 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 a such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 9.089.7), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Administrative Agent or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent or any Lender against such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii2.25(b) shall be deemed paid to and redirected by 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 a such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 9.089.7), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower Borrowers may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable BorrowerBorrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Administrative Agent or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent or any Lender against such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)exists, to the payment of any amounts owing to the applicable any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (xi) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; share and (yii) such Loans were made at a time when the conditions set forth in Section 4.02 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii2.25(b) shall be deemed paid to and redirected by 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 a such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII VIII or otherwise, and including any amounts made available to the Administrative Agent by that such Defaulting Lender pursuant to Section 9.0810.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to satisfy obligations of such Defaulting Lender Lender’s potential future funding obligations with respect to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.0810.08), 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 so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Term Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Term Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Term Loans in respect of which such that Defaulting Lender has not fully funded its appropriate share; share and (y) such Term Loans were made at a time when the conditions set forth in Section 4.02 4.01 were satisfied or waived, such payment shall be applied solely to pay the Term Loans of all non-Defaulting Lenders on a pro pro-rata basis prior to being applied to the payment of any Term Loans of such that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii2.13(a)(ii) shall be deemed paid to and redirected by such 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 a such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII 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 9.0810.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Administrative Agent or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent or any Lender against such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii2.23(b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII IX or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to Section 9.0811.08), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by Administrative Agent; fourththird, if so determined by Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Loans in respect of which such that Defaulting Lender has not fully funded its appropriate share; share and (y) such Loans were made at a time when the conditions set forth in Section 4.02 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii2.16(a) (ii) shall be deemed paid to and redirected by such that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of a such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 9.08subsection 10.2 or 10.3), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender and/or Swing Line Lender hereunder; third, if so determined by Administrative AgentAgent or requested by the Issuing Lender and/or Swing Line Lender, to be held as cash collateral for Cash Collateralize future funding obligations of such Defaulting LenderLender of any participation in any Swing Line Loan or Letter of Credit; thirdfourth, after a required amount has been fully Cash Collateralized, to the return to Company of any amount posted thereby which remains in excess of any such required amount; fifth, as the applicable Borrower Company may request (so long as no Potential Event of Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by Administrative Agent; fourthsixth, if so determined by Administrative Agent and the applicable BorrowerCompany, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifthseventh, to the payment of any amounts owing to Administrative Agent, the non-Defaulting Lenders Lenders, the Issuing Lender or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by Administrative Agent, any Lender, the Issuing Lender against such Defaulting or Swing Line Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement), 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 such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; eighth, so long as no Potential Event of Default or Event of Default exists, to the payment of any amounts owing to Company as a result of any judgment of a court of competent jurisdiction obtained by Company against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and seventhninth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (xi) such payment is a payment of the principal amount of any Revolving Loans or funded participations in Swing Line Loans or Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share; share and (yii) such 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 4.02 subsection 4.2 or 4.3, as applicable, were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and funded participations in Swing Line Loans or Letters of Credit owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or funded participations in Swing Line Loans or Letters of Credit owed to, such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash Cash collateral pursuant to this Section 2.18(a)(ii) subsection 2.11B shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of a Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article ARTICLE VII or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by Administrative Agent; fourththird, if so determined by Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of that Defaulting Lender’s 's breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Credit Agreement; and seventhsixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII III or VIII or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to Section 9.0810.14), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to LC Issuer hereunder; third, if so determined by Administrative Agent, Agent or requested by LC Issuer to be held as cash collateral Cash Collateral for future funding obligations of such that Defaulting LenderLender of any participation in any Letter of Credit; thirdfourth, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by Administrative Agent; fourthfifth, if so determined by Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifthsixth, to the payment of any amounts owing to the non-Defaulting Lenders or LC Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or LC Issuer against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthseventh, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventheighth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Loans or Matured LC Obligations in respect of which such that Defaulting Lender has not fully funded its appropriate share; share and (y) such Loans or Matured LC Obligations were made at a time when the conditions set forth in Section 4.02 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of of, and Matured LC Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such of, or Matured LC Obligations owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by such 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.0810.06), 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, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower Representative may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable BorrowerBorrower Representative, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Lenders Lenders, as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such that Defaulting Lender as a result of that Defaulting Lender’s 's breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)exists, to the payment of any amounts owing to the applicable Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by such Borrower the Borrowers against such that Defaulting Lender as a result of such that Defaulting Lender’s 's breach of its obligations under this Credit Agreement; and seventhsixth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Loans Advances in respect of which such that Defaulting Lender has not fully funded its appropriate share; share and (y) such Loans Advances were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of Advances all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Advances owed to that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.18(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such 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 a such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 9.0811.2), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Loan Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Loan Agreement; fifth, fourth, to the payment of any amounts owing to the non-Defaulting Administrative Agent or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent or any Lender against such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Credit Loan Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Loan Agreement; and seventhsixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (xi) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; share and (yii) such Loans were made at a time when the conditions set forth in Section 4.02 5.1 were satisfied or waived, such payment shall be applied solely to pay the Loans of all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii3.16(b) shall be deemed paid to and redirected by 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 a such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to Section 9.08), ) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Lender or Swingline Lender hereunder; third, if so determined by the Administrative AgentAgent or requested by any Issuing Lender or Swingline Lender, to be held as cash collateral Cash Collateral for future funding obligations of such Defaulting LenderLender in respect of any participation in any Swingline Loan or Letter of Credit; thirdfourth, as the applicable Borrower Company may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourthfifth, if so determined by the Administrative Agent and the applicable BorrowerCompany, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifthsixth, to the payment of any amounts owing to the non-Defaulting Lenders, the Issuing Lenders or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Lenders or Swingline Lender against such that Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthseventh, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)exists, to the payment of any amounts owing to the applicable any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such any Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventheighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) if such payment is a payment of the principal amount of any Loans or LOC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share; , and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of of, and LOC Obligations owed to, all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of of, or LOC Obligations owed to, such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by 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 a such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII upon acceleration or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Administrative Agent or 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 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; thirdfourth, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, Agreement as determined by the Administrative Agent; fourthfifth, as Borrower may request and if so determined agreed by the Administrative Agent and the applicable BorrowerAgent, to be held in a non-interest bearing deposit account Deposit Account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifthsixth, to the payment of any amounts owing to the non-Defaulting Lenders Lenders, the Administrative Agent, Issuing Bank or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Administrative Agent, Issuing Bank or Swing Line Lender against such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthseventh, so long as no Default or Event of Default exists other than a Default or Potential Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventheighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Loans Loan or in respect of which such Defaulting Lender has not fully funded its appropriate share; share and (y) such Loans were made at a time when the conditions set forth in Section 4.02 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of owed to such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii) 2.9B shall be deemed paid to and redirected by 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.0810.08), 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 USD Revolving Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to any L/C-BA Issuer or Swing Line Lender hereunder; third, if such Defaulting Lenders is a USD Revolving Lender and if so determined by the Administrative AgentAgent or requested by any L/C-BA Issuer or Swing Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of such that Defaulting LenderLender of any participation in any Swing Line Loan, Letter of Credit or Bankers’ Acceptance; thirdfourth, as the applicable Borrower Borrowing Agent may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by Administrative Agent; fourthfifth, if so determined by the Administrative Agent and the applicable BorrowerBorrowing Agent, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifthsixth, in the case of a Defaulting Lender under any Facility, to the payment of any amounts owing to the nonother Lenders under such Facility (in the case of the USD Revolving Credit Facility, including the L/C-Defaulting Lenders BA Issuers or Swing Line Lender) as a result of any judgment of a court of competent jurisdiction obtained by any Lender under such Facility (in the case of the USD Revolving Credit Facility, including any L/C-BA Issuer or Swing Line Lender), against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthseventh, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)exists, to the payment of any amounts owing to the applicable Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by such Borrower the Borrowers against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventheighth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Loans under any Facility or L/C-BA Borrowings in respect of which such that Defaulting Lender has not fully funded its appropriate share; share and (y) such Loans or L/C-BA Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of of, and L/C-BA Borrowings owed to, all non-Defaulting Lenders under the applicable Facility on a pro rata basis (and ratably among all applicable Facilities computed in accordance with the Defaulting Lenders’ respective funding deficiencies) prior to being applied to the payment of any Loans of such of, or L/C-BA Borrowings owed to, that Defaulting LenderLender under the applicable Facility. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.18(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, if so determined by Administrative Agentin the case of a Revolving Lender, to be held as cash collateral for future funding obligations the payment on a pro rata basis of such any amounts owing by that Defaulting LenderLender to each Issuing Bank hereunder; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourth, in the case of a Revolving Lender, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifth, to the payment of any amounts owing to the non-Defaulting Lenders or the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, such Issuing Bank against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)exists, to the payment of any amounts owing to the applicable Borrower any Loan Party as a result of any judgment of a court of competent jurisdiction obtained by such Borrower any Loan Party against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventh, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) if such payment is a payment of the principal amount of any Loans in respect of which or LC Disbursements and such Lender is a Defaulting Lender has not fully funded its appropriate share; and under clause (ya) such Loans were made at a time when of the conditions set forth in Section 4.02 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the relevant Loans of all of, and LC Disbursements owed to, the relevant non-Defaulting Lenders on a pro rata basis prior to being applied pursuant to the payment of any Loans of such Defaulting LenderSection 2.05(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 2.18(a)(ii2.05(j) shall be deemed paid to and redirected by such that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of a Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article ARTICLE VII or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by Administrative Agent; fourth, if so determined by Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifth, to the payment of any amounts owing to the non-non- Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of that Defaulting Lender’s 's breach of its obligations under this Credit Agreement; sixthfourth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such a Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Credit Agreement; and seventhfifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii2.20(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of a Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by Administrative Agent; fourth, if so determined by Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement), 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 such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventh, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.0810.06), 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, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower Representative may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable BorrowerBorrower Representative, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Lenders Lenders, as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)exists, to the payment of any amounts owing to the applicable Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by such Borrower the Borrowers against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Loans Advances in respect of which such that Defaulting Lender has not fully funded its appropriate share; share and (y) such Loans Advances were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of Advances all non-non- Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Advances owed to that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.18(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII VIII or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, only to the extent any Term Lender in respect of the Term Loans outstanding as of the Amendment No. 1 Effective Date is not a Defaulting Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to L/C Issuers or Swing Line Lender hereunder; third, only to the extent any Term Lender in respect of the Term Loans outstanding as of the Amendment No. 1 Effective Date is not a Defaulting Lender, if so determined by the Administrative AgentAgent or requested by any L/C Issuer or Swing Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of such that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, only to the extent any Term Lender in respect of the Term Loans outstanding as of the Amendment No. 1 Effective Date is not a Defaulting Lender; third, as the applicable Borrower Company may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementhas occurred and is continuing), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourthfifth, if so determined by the Administrative Agent and the applicable BorrowerCompany, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifthsixth, to the payment of any amounts owing to the non-Lenders, and only to the extent any Term Lender in respect of the Term Loans outstanding as of the Amendment No. 1 Effective Date is not a Defaulting Lenders Lender, the L/C Issuers or the Swing Line Lender, as a result of any judgment of a court of competent jurisdiction obtained by any such Lender, such L/C Issuer or the Swing Line Lender against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthseventh, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)has occurred and is continuing, to the payment of any amounts owing to the applicable a Borrower as a result of any judgment of a court of competent jurisdiction obtained by such the Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventheighth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Loans or, only to the extent any Term Lender in respect of the Term Loans outstanding as of the Amendment No. 1 Effective Date is not a Defaulting Lender, L/C Borrowings, in respect of which such that Defaulting Lender has not fully funded its appropriate share; share and (y) such Loans or, only to the extent any Term Lender in respect of the Term Loans outstanding as of the Amendment No. 1 Effective Date is not a Defaulting Lender, L/C Borrowings, were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of 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 Loans, or L/C Borrowings owed to, of such that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.18(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by such 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, if so determined by Administrative Agentin the case of a Revolving Lender, to be held as cash collateral for future funding obligations the payment on a pro rata basis of such any amounts owing by that Defaulting LenderLender to each Issuing Bank hereunder; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourth, if so determined by Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit 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, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement), to the payment of any amounts owing to the applicable Borrower Lenders or the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or such Borrower Issuing Bank against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Loan Party as a result of any judgment of a court of competent jurisdiction obtained by any Loan Party against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and seventheighth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) if such payment is a payment of the principal amount of any Loans in respect of which or LC Disbursements and such Lender is a Defaulting Lender has not fully funded its appropriate share; and under clause (ya) such Loans were made at a time when of the conditions set forth in Section 4.02 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the relevant Loans of all of, and LC Disbursements owed to, the relevant non-Defaulting Lenders on a pro rata basis prior to being applied pursuant to the payment of any Loans of such Defaulting LenderSection 2.05(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 2.18(a)(ii2.05(j) shall be deemed paid to and redirected by such 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 a such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 9.089.7), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower Borrowers may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable BorrowerBorrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Administrative Agent or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent or any Lender against such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)exists, to the payment of any amounts owing to the applicable any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.CHAR2\1695161v9

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII VIII or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent or the Collateral Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to L/C Issuers hereunder; third, if so determined by the Administrative AgentAgent or requested by any L/C Issuer, to be held as cash collateral Cash Collateral for future funding obligations of such that Defaulting LenderLender of any participation in any Letter of Credit; thirdfourth, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementhas occurred and is continuing), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourthfifth, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifthsixth, to the payment of any amounts owing to the non-Defaulting Lenders Lenders, the L/C Issuers or as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, any L/C Issuer or against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthseventh, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)has occurred and is continuing, 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 such the Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventheighth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such that 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 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of 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 such of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.18(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by such 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 a such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 9.089.7), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Administrative Agent or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent or any Lender against such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (xi) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; share and (yii) such Loans were made at a time when the conditions set forth in Section 4.02 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii2.25(b) shall be deemed paid to and redirected by 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.0810.08), 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 so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Term Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Term Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Term Loans in respect of which such that Defaulting Lender has not fully funded its appropriate share; share and (y) such Term Loans were made at a time when the applicable conditions set forth in Section 4.02 Article IV were satisfied or waived, such payment shall be applied solely to pay the Term Loans of all non-Defaulting Lenders on a pro pro-rata basis prior to being applied to the payment of any Term Loans of such that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are - 52 - applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii2.13(a)(ii) shall be deemed paid to and redirected by such 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.0810.08), 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 so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Loans in respect of which such that Defaulting Lender has not fully funded its appropriate share; share and (y) such Loans were made at a time when the conditions set forth in Section 4.02 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by such that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of a Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article ARTICLE VII or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by Administrative Agent; fourth, if so determined by Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfourth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhfifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii2.19(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII III or VIII or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to Section 9.0810.14), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to LC Issuer hereunder; third, if so determined by Administrative Agent, Agent or requested by LC Issuer to be held as cash collateral Cash Collateral for future funding obligations of such that Defaulting LenderLender of any participation in any Letter of Credit; thirdfourth, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by Administrative Agent; fourthfifth, if so determined by Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifthsixth, to the payment of any amounts owing to the non-Defaulting Lenders or LC Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or LC Issuer against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthseventh, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventheighth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Loans or Matured LC Obligations in respect of which such that Defaulting Lender has not fully funded its appropriate share; share and (y) such Loans or Matured LC Obligations were made at a time when the conditions set forth in Section 4.02 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of of, and Matured LC Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such of, or Matured LC Obligations owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by such that Defaulting Lender, and each Lender irrevocably consents hereto.. Mid-Con Energy Properties, LLC Compiled Credit Agreement 39

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII III or VIII or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to Section 9.0810.14), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to LC Issuer hereunder; third, if so determined by Administrative Agent, Agent or requested by LC Issuer to be held as cash collateral Cash Collateral for future funding obligations of such that Defaulting LenderLender of any participation in any Letter of Credit; thirdfourth, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by Administrative Agent; fourthfifth, if so determined by Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifthsixth, to the payment of any amounts owing to the non-Defaulting Lenders or LC Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or LC Issuer against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthseventh, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventheighth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Loans or Matured LC Obligations in respect of which such that Defaulting Lender has not fully funded its appropriate share; share and (y) such Loans or Matured LC Obligations were made at a time when the conditions set forth in Section 4.02 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of of, and Matured LC Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such of, or Matured LC Obligations owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Mid-Con Energy Properties, LLC Credit Agreement Lender or to post cash collateral Cash Collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by such that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of a Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article ARTICLE VII or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by Administrative Agent; fourth, if so determined by Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfourth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such a Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhfifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii2.20(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of a Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article Section VII or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by Administrative Agent; fourththird, if so determined by Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of of, or L/C Disbursements owed to, such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, if so determined by Administrative Agentin the case of a Revolving Lender, to be held as cash collateral for future funding obligations the payment on a pro rata basis of such any amounts owing by that Defaulting LenderLender to each Issuing Bank and the Swingline Lender hereunder; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourth, in the case of a Revolving Lender, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifth, to the payment of any amounts owing to the non-Defaulting Lenders Lenders, the 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 Swingline Lender against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventh, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) if such payment is a payment of the principal amount of any Loans in respect of which or LC Disbursements and such Lender is a Defaulting Lender has not fully funded its appropriate share; and under clause (ya) such Loans were made at a time when of the conditions set forth in Section 4.02 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the relevant Loans of all of, and LC Disbursements owed to, the relevant non-Defaulting Lenders on a pro rata basis prior to being applied pursuant to the payment of any Loans of such Defaulting LenderSection 2.05(j). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.18(a)(ii2.05(j) shall be deemed paid to and redirected by such 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 a such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that for the account of such Defaulting Lender pursuant to Section 9.0811.2), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Loan Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Loan Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Administrative Agent or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent or any Lender against such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Credit Loan Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Loan Agreement; and seventhsixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (xi) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; share and (yii) such Loans were made at a time when the conditions set forth in Section 4.02 5 were satisfied or waived, such payment shall be applied solely to pay the Loans of all nonNon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii3.16(b) shall be deemed paid to and redirected by 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.0810.06), 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, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower Representative may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable BorrowerBorrower Representative, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Lenders Lenders, as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)exists, to the payment of CREDIT AGREEMENT DAL:0535130/00080:1910701v7 any amounts owing to the applicable Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by such Borrower the Borrowers against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Loans Advances in respect of which such that Defaulting Lender has not fully funded its appropriate share; share and (y) such Loans Advances were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of Advances all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Advances owed to that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.18(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.0810.08), 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 Swing Line Lender hereunder; third, if such Defaulting Lender is a Revolving Credit Lender and if so determined by the Administrative AgentAgent or requested by the L/C Issuer or Swing Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of such that Defaulting LenderLender of any participation in any Swing Line Loan or Letter of Credit; thirdfourth, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourthfifth, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifthsixth, in the case of a Defaulting Lender under any Facility, to the payment of any amounts owing to the non-Defaulting other Lenders under such Facility (in the case of the Revolving Credit Facility, including the L/C Issuer or Swing Line Lender) as a result of any judgment of a court of competent jurisdiction obtained by any Lender under such Facility (in the case of the Revolving Credit Facility, including the L/C Issuer or Swing Line Lender) against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthseventh, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventheighth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: 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 such that Defaulting Lender has not fully funded its appropriate share; share and (yB) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of of, and L/C Borrowings owed to, all non-Defaulting Lenders under the applicable Facility on a pro rata basis (and ratably among all applicable Facilities computed in accordance with the Defaulting Lenders’ respective funding deficiencies) prior to being applied to the payment of any Loans of such of, or L/C Borrowings owed to, that Defaulting LenderLender under the applicable Facility. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.18(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.089.06), 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, if so determined by Administrative Agentin the case of a Revolving Lender, to be held as cash collateral for future funding obligations the payment on a pro rata basis of such any amounts owing by that Defaulting LenderLender to each Issuing Bank or Swingline Lender hereunder; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourth, in the case of a Revolving Lender, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to satisfy potential future obligations of such that Defaulting Lender with respect to fund Loans under this Credit Agreement; fifth, to the payment of any amounts owing to the non-Defaulting Lenders or the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or such Issuing Bank against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)exists, to the payment of any amounts owing to the applicable Borrower any Loan Party as a result of any judgment of a court of competent jurisdiction obtained by such Borrower any Loan Party against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventh, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) that, if such payment is a payment of the principal amount of any Loans in respect of which or Revolving L/C Disbursements and such Lender is a Defaulting Lender has not fully funded its appropriate share; and under paragraph (ya) such Loans were made at a time when of the conditions set forth in Section 4.02 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the Loans of all of, and Revolving L/C Disbursements owed to, the non-Defaulting Lenders on a pro rata basis prior to being applied pursuant to the payment of any Loans of such Defaulting LenderSection 2.04(g) or this Section 2.20(a)(ii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.18(a)(ii2.04(g) shall be deemed paid to and redirected by such 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII 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 9.0810.08), 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 so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy obligations of such Defaulting Lender Lender’s potential future funding obligations with respect to fund Loans under this Credit AgreementAgreement in accordance with Section 2.15; fifthfourth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; share and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, 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 Swingline Lender hereunder; third, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourth, in the case of a Revolving Lender, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-an interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifth, to the payment of any amounts owing to the non-Defaulting Lenders Lenders, the 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 Swingline Lender against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower or any other Loan Party against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventh, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) if such payment is a payment of the principal amount of any Loans in respect of which or LC Disbursements and such Lender is a Defaulting Lender has not fully funded its appropriate share; and under clause (ya) such Loans were made at a time when of the conditions set forth in Section 4.02 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the relevant Loans of all of, and LC Disbursements owed to, the relevant non-Defaulting Lenders on a pro rata basis prior to being applied pursuant to the payment of any Loans of such Defaulting LenderSection 2.05(j). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii2.05(j) shall be deemed paid to and redirected by such 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 a that Defaulting Lender under this Agreement or the other Loan Documents (whether voluntary or mandatory, at maturity, pursuant to Article VII Section 8.01 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.0811.01), 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, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower Parent may request (so long as no Default or Event of Unmatured Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Revolving Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable BorrowerParent, 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 and released in order to satisfy obligations of such that Defaulting Lender to fund Revolving Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Unmatured Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Revolving Loans in respect of which such that Defaulting Lender has not fully funded its appropriate share; share and (y) such Revolving Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely first to pay the Revolving Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lenderas set forth above in this sub-clause (ii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by such 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.0810.08), 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 so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may 62078313_3 request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest non‑interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Loans in respect of which such that Defaulting Lender has not fully funded its appropriate share; share and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting non‑Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by such 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.0810.06), 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, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower Representative may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable BorrowerBorrower Representative, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Lenders Lenders, as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)exists, to the payment of any amounts owing to the applicable Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by such Borrower the Borrowers against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Loans Advances in respect of which such that Defaulting Lender has not fully funded its appropriate share; share and (y) such Loans Advances were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of Advances all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Advances owed to that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.18(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII VIII or otherwise, and including any amounts made available to Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, only to the extent any Term Lender in respect of the Term Loans outstanding as of the Amendment No. 1 Effective Date is not a Defaulting Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to L/C Issuers or Swing Line Lender hereunder; third, only to the extent any Term Lender in respect of the Term Loans outstanding as of the Amendment No. 1 Effective Date is not a Defaulting Lender, if so determined by the Administrative AgentAgent or requested by any L/C Issuer or Swing Line Lender, to be held as cash collateral Cash Collateral for future funding obligations of such that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, only to the extent any Term Lender in respect of the Term Loans outstanding as of the Amendment No. 1 Effective Date is not a Defaulting Lender; third, as the applicable Borrower Company may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementhas occurred and is continuing), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourthfifth, if so determined by the Administrative Agent and the applicable BorrowerCompany, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifthsixth, to the payment of any amounts owing to the non-Lenders, and only to the extent any Term Lender in respect of the Term Loans outstanding as of the Amendment No. 1 Effective Date is not a Defaulting Lenders Lender, the L/C Issuers or the Swing Line Lender, as a result of any judgment of a court of competent jurisdiction obtained by any such Lender, such L/C Issuer or the Swing Line Lender against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthseventh, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)has occurred and is continuing, to the payment of any amounts owing to the applicable a Borrower as a result of any judgment of a court of competent jurisdiction obtained by such the Borrower against such that Defaulting Lender as a result of such that Defaulting LenderXxxxxx’s breach of its obligations under this Credit Agreement; and seventheighth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Loans or, only to the extent any Term Lender in respect of the Term Loans outstanding as of the Amendment No. 1 Effective Date is not a Defaulting Lender, L/C Borrowings, in respect of which such that Defaulting Lender has not fully funded its appropriate share; share and (y) such Loans or, only to the extent any Term Lender in respect of the Term Loans outstanding as of the Amendment No. 1 Effective Date is not a Defaulting Lender, L/C Borrowings, were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of 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 Loans, or L/C Borrowings owed to, of such that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.18(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by such 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 a that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, if so determined by Administrative Agentin the case of a Revolving Lender, to be held as cash collateral for future funding obligations the payment on a pro rata basis of such any amounts owing by that Defaulting LenderLender to each Issuing Bank hereunder; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourth, in the case of a Revolving Lender, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such that Defaulting Lender to fund Loans under this Credit Agreement; fifth, to the payment of any amounts owing to the non-Defaulting Lenders or the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, such Issuing Bank against such that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Credit Agreement; sixth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)exists, to the payment of any amounts owing to the applicable Borrower any Loan Party as a result of any judgment of a court of competent jurisdiction obtained by such Borrower any Loan Party against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventh, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) if such payment is a payment of the principal amount of any Loans in respect of which or LC Disbursements and such Lender is a Defaulting Lender has not fully funded its appropriate share; and under clause (ya) such Loans were made at a time when of the conditions set forth in Section 4.02 were satisfied or waiveddefinition thereof, such payment shall be applied solely to pay the relevant Loans of all of, and LC Disbursements owed to, the relevant non-Defaulting Lenders on a pro rata basis prior to being applied pursuant to the payment of any Loans of such Defaulting LenderSection 2.05(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 95 Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.18(a)(ii2.05(j) shall be deemed paid to and redirected by such 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 a such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII 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 9.0810.04), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable Borrower, to be held in a non-non- interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Administrative Agent and the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent or any Lender against such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)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 such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (xi) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; share and (yii) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of owed to all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by such 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 a such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII 7 or otherwise, and including any amounts made available to the Administrative Agent by that such Defaulting Lender pursuant to Section 9.0810.6), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; [364-Day Revolving Credit Agreement] second, if so determined by Administrative Agent, to be held as cash collateral for future funding obligations of such Defaulting Lender; third, as the applicable Borrower Company may request (so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreementexists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fourththird, if so determined by the Administrative Agent and the applicable BorrowerCompany, to be held in a non-interest bearing deposit account and released pro rata in order to satisfy obligations of such Defaulting Lender to fund Loans under this Credit Agreement; fifthfourth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Credit Agreement; sixthfifth, so long as no Default or Event of Default exists other than a Default or Event of Default resulting directly from the Defaulting Lender’s breach of its obligations under this Credit Agreement)exists, to the payment of any amounts owing to the applicable Borrower a Credit Party as a result of any judgment of a court of competent jurisdiction obtained by such Borrower Credit Party against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and seventhsixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; share and (y) such Loans were made at a time when the conditions set forth in Section 4.02 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting LenderLender until such time as all are held by the Lenders pro rata in accordance with the Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or heldheld to be applied) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and such Defaulting Lender shall have no recourse to any Credit Party for the payment of such amounts, and each Lender irrevocably consents heretohereto and the application of such payments in accordance with this Section shall not constitute an Event of Default or a Default, and no payment of principal of or interest on the Loans of such Defaulting Lender shall be considered to be overdue for purposes of any Credit Document, if, had such payments been applied without regard to this Section, no such Event of Default or Default would have occurred and no such payment of principal of or interest on the Loans of such Defaulting Lender would have been overdue.