Common use of Defaulting Lender Waterfall Clause in Contracts

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunder; third, to Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances under this Agreement and (y) Cash Collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, or the Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances or Letter of Credit Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Advances of, and Letter of Credit Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of, or Letter of Credit Exposure owed to, such Defaulting Lender until such time as all Advances and funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent hereunder for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; , second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; , third, to Cash Collateralize cash collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; 2.05(j), fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; , fifth, if so determined by the Administrative Agent and the BorrowerCompany, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; 2.05(j), sixth, to the payment of any amounts owing to the Lenders, or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, or the Issuing Lender Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, 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 Advances or Letter of Credit Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Advances of, and Letter of Credit Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of, or Letter of Credit Exposure owed to, such Defaulting Lender until such time as all Advances and funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) 2.22 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; , second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; , third, to Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; 2.05(j), fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; , fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; 2.05(j), sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, 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 Advances or Letter of Credit Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Advances of, and Letter of Credit Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of, or Letter of Credit Exposure owed to, such Defaulting Lender until such time as all Advances and funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) 2.22 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 Section 7.01 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Banks hereunder; third, to Cash Collateralize cash collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.04; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize cash collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.04; sixth, to the payment of any amounts owing to the Lenders, or Lenders and the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the any Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit LC Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit LC Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit LC Exposure owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations LC Exposure are held by the Lenders pro rata in accordance with the Revolving Commitments hereunder without giving effect to Section 2.16(a)(iv2.19(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.16(a)(ii2.19(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuers hereunder; third, to Cash Collateralize cash collateralize the Issuing Lender’s L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.15(d); fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerESI, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize cash collateralize the Issuing Lender’s L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.15(d); sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowing in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Borrowings owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Borrowings owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 2.16(a)(iv2.15(a)(v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; third, to Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderBank’s future Fronting LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.08(j); sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 6.02 or Section 6.03, as applicable, were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure and LC Disbursements owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter Letters of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv4.05(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii4.05(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender any L/C Issuer hereunder; third, to Cash Collateralize the Issuing Lender’s Fronting Exposure of the L/C Issuers with respect to such Defaulting Lender in accordance with Section 2.152.17; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Revolving Credit Loan or Term Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations (if any) with respect to Advances Revolving Credit Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s future Fronting Exposure of the L/C Issuers with respect to such Defaulting Lender with respect to future Letters of Credit issued under this AgreementLender, in accordance with Section 2.152.17; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender any L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Appropriate Lenders pro rata in accordance with the Commitments their respective Applicable Percentages without giving effect to Section 2.16(a)(iv2.18(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.18(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.14; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; third, to Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.07(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderBank’s future Fronting LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.07(j); sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure and LC Disbursements owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter Letters of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv4.04(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii4.04(b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender any L/C Issuer hereunder; third, to Cash Collateralize the Issuing Lender’s L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender any L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuers hereunder; third, to Cash Collateralize cash collateralize the Issuing Lender’s L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.15(d); fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerHoldings, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize cash collateralize the Issuing Lender’s L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.15(d); sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowing in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Borrowings owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Borrowings owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 2.16(a)(iv2.15(a)(v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; , second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; , third, to Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; 2.05(j), fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; , fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; 2.05(j), sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, 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 Advances or Letter of Credit Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Advances of, and Letter of Credit Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of, or Letter of Credit Exposure owed to, such Defaulting Lender until such time as all Advances and funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) 2.24 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; , second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; , third, to Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; 2.05(j), fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; , fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; 2.05(j), sixth, to the payment of any amounts owing to the Lenders, Lenders or the any Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the any Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, 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 Advances or Letter of Credit Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Advances of, and Letter of Credit Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of, or Letter of Credit Exposure owed to, such Defaulting Lender until such time as all Advances and funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) 2.22 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.14; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender any L/C Issuer hereunder; third, to Cash Collateralize the Issuing Lender’s L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.17; fourth, as the Principal Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Principal Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.17; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, or the Issuing Lender any L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.14; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure Unreimbursed Amounts in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 Section 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunder; third, to Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.24; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Revolving Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.24; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Revolving Loans or Letter with respect to drawings made under Letters of Credit Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Revolving Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Advances Revolving Loans of, and Letter the amount of Credit Exposure such drawings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Revolving Loans of, or Letter the amount of Credit Exposure such drawings owed to, such Defaulting Lender until such time as all Advances Revolving Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Revolving Commitments without giving effect to Section 2.16(a)(iv2.23(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.23(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunderL/C Issuers; third, to Cash Collateralize the Issuing Lendereach L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.03(g); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lendereach L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.03(g); sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender any L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans under a given Facility or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders under such Facility on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders under such Facility pro rata in accordance with the Commitments under such Facility without giving effect to Section 2.16(a)(iv2.14(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 Section 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender hereunder; third, to Cash Collateralize the Issuing Lender’s Lenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.153.9; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.153.9; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv2.20(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) 2.20 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; third, to Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.08(j); sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure LC Disbursements owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure LC Disbursements owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations are LC Exposure is held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.16(a)(iv4.05(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii4.05(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 Section 11 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 13.02, shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunderLetter of Credit Issuer; third, to Cash Collateralize the Issuing Lender’s Fronting Exposure of the Letter of Credit Issuer with respect to such Defaulting Lender in accordance with Section 2.154.08; fourth, as the Borrower Parties may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrower Parties, to be held in a deposit account and released pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans and funded participations under this Credit Agreement and (yB) Cash Collateralize the Issuing LenderLetter of Credit Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Credit Agreement, in accordance with Section 2.154.08; sixth, to the payment of any amounts owing to the Lenders, or the Issuing Lender Letter of Credit Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, or the Issuing Lender Letter of Credit Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Parties as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Parties against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and eighth, 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 Advances Loans or Letter participations in Letters of Credit Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, ; and (y) such Advances were made Loans or the related Letters of Credit were issued made at a time when the conditions set forth in Section 3.2 7.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter funded participations in Letters of Credit Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of, or Letter Loans of Credit Exposure owed to, such Defaulting Lender until such time as all Advances and funded and unfunded participations in Letter of Credit Obligations Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv)Total Credit Exposures hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; third, to Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.08(k); fourth, as the Borrower may request (so long as no Default or Event of Default then exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.08(k); sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower or any of its Subsidiaries as a result of any judgment of a court of competent jurisdiction obtained by the Borrower or any of its Subsidiaries against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure LC Disbursements owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations LC Exposure are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv2.09(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.09(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.08, shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Revolving Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.14; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Revolving Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Revolving Loans and funded and unfunded participations Participations in Letter of Credit L/C Obligations are held by the Lenders Lender pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv)2.15(a)(iv) owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by otherwise and including any amounts made available to the Administrative Agent from a that Defaulting Lender pursuant to Section 7.4 shall 10.09 shall, following application by the Administrative Agent of any such payment by or on behalf of the Borrowers to the account of such Defaulting Lender with respect to such Obligation paid (and in lieu of being distributed to such Defaulting Lender pursuant to Section 2.12(a) or such other provision of this Agreement applicable with respect to the distribution thereof), be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing any L/C Issuer or Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by a L/C Issuer (and after giving effect to Section 2.16(a)(iv) and any Cash Collateralize the Issuing LenderCollateral then held), to be held as Cash Collateral for such L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.03(g); fourth, as the Parent Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or so long as determined the amount of the Cash Collateral at such time is equal to the actual Fronting Exposure at such time, to substitute for and release to the Parent Borrower on a dollar-for-dollar basis, Cash Collateral previously provided by the Borrowers with respect to the applicable Defaulting Lender (subject to documentation in form and substance reasonably satisfactory to the Administrative AgentAgent and the applicable L/C Issuer or the Swing Line Lender, as applicable, and such substituted amounts otherwise satisfying the requirements to constitute Cash Collateral hereunder), or any combination thereof, in each case, other than during a Collateral Period, free and clear of Liens created in favor of Administrative Agent hereunder or any other Loan Document; fifth, if so determined by the Administrative Agent and the Parent Borrower, to be held in a an interest bearing deposit account and released pro rata in order to (x) satisfy such obligations of that Defaulting Lender’s potential future funding obligations with respect to Advances fund Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.03(g); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or the Issuing Lender Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuers or the Issuing Lender Swing Line Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the any Borrower hereunder or as a result of any judgment of a court of competent jurisdiction obtained by the a Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that that, with respect to this clause eighth, if (x) such payment is a payment of the principal amount of any Advances Loans or Letter of L/C Credit Exposure Extensions in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of L/C Credit Exposure Extensions owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of L/C Credit Exposure Extensions owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Aggregate Commitments without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 Section 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 12.14 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 7.1 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Revolving Credit Commitments under the Revolving Credit without giving effect to Section 2.16(a)(iv)2.14(a)(iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 Section 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 11.14 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuers hereunder; third, to Cash Collateralize the Issuing Lendereach L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.17; fourth, (A) as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lendereach L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.17; sixth, to the payment of any amounts owing to the Lenders, or Lenders and the Issuing Lender L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, or the Issuing Lender any L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure Reimbursement Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.2 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure Reimbursement Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure Reimbursement Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv)clause (iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; third, to Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.08(j); sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure LC Disbursements owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure LC Disbursements owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations are LC Exposure is held by the Lenders pro rata in accordance with the Commitments under the Facility without giving effect to Section 2.16(a)(iv4.05(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii4.05(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; , second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; , third, to Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; 2.05(j), fourth, as the Borrower Representative may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; , fifth, if so determined by the Administrative Agent and the BorrowerBorrower Representative, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; 2.05(j), sixth, to the payment of any amounts owing to the Lenders, or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, 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 Advances or Letter of Credit Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Advances of, and Letter of Credit Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of, or Letter of Credit Exposure owed to, such Defaulting Lender until such time as all Advances and funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) 2.24 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Bank hereunder; third, to Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.08(k); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.08(k); sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure LC Disbursements owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations LC Exposure are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv2.10(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.16(a)(ii2.10(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.16; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.16; sixth, to the payment of any amounts owing to the Lenders, L/C Issuer or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, L/C Issuer or the Issuing Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 2.08 or 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Bank or Swingline Lender hereunder; third, to Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15Lender; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, or the Issuing Lender Banks or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, or the Issuing Lender Banks or Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Disbursements owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv)clause (iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.25(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.16; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.16; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.13; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (yB) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.13; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided that if (x1) such payment is a payment of the principal amount of any Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y2) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.14(a)(v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Defaulting Lender that is a Revolving Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Bank hereunder; third, in the case of a Defaulting Lender that is a Revolving Lender, to Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15subsection (e) below; fourth, as the Borrower may request (so long as no Default or Event of Unmatured Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, in the case of a Defaulting Lender that is a Revolving Lender, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Facility Letters of Credit issued under this Agreement, in accordance with Section 2.15subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Unmatured Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter amounts owing by such Defaulting Lender under Section 2A.6 in respect of Facility Letters of Credit Exposure (such amounts “L/C Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Facility Letters of Credit were issued at a time when the conditions set forth in Section 3.2 Article IV were satisfied or waived, such payment shall be applied solely to pay pay, as applicable, the Advances Loans of, and Letter of Credit Exposure L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Disbursements owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Facility Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments their respective Revolving Percentages (determined without giving effect to Section 2.16(a)(ivthe immediately following subsection (d)), as applicable. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 SECTION 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Banks or Swingline Lender hereunder; third, to Cash Collateralize cash collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15Lender; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Lead Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize cash collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, or the Issuing Banks or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances or Letter of Credit Exposure Loans (including any Loans made pursuant to SECTION 2.13(e)) in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 SECTION 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure Outstandings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure Outstandings owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations Outstandings and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(ivSECTION 2.27(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.16(a)(iiSECTION 2.27(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 9.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender hereunder; third, to Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.20; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Revolving Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, Agreement in accordance with Section 2.152.20; sixth, to the payment of any amounts owing to the Lenders, or the Issuing Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, or the Issuing Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Advances Revolving Loans or Letter of Credit Exposure LOC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (yB) such Advances Revolving Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.2 were satisfied or waived, such payment shall be applied solely to pay the Advances Revolving Loans of, and Letter of Credit Exposure LOC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Revolving Loans of, or Letter of Credit Exposure LOC Obligations owed to, such Defaulting Lender until such time as all Advances Revolving Loans and funded and unfunded participations in Letter of Credit LOC Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.16(a)(iv2.21(a) (iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 6 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 8.4), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.14; fourth, as the Borrower may request (so long as no Potential Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender Xxxxxx has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.14; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Potential Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Revolving Commitments hereunder without giving effect to Section 2.16(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 Section 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 12.7 hereto shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender any L/C Issuer hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.159.4; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.159.4; sixth, to the payment of any amounts owing to the Lenders, or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 7.1 hereof were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Non‑Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with their Percentages of the relevant Commitments without giving effect to Section 2.16(a)(iv)1.14(a)(iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii1.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; , second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; , third, to Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; 2.05(j), fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; , fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; 2.05(j), sixth, to the payment of any amounts owing to the Lenders, or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, 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 Advances or Letter of Credit Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Advances of, and Letter of Credit Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of, or Letter of Credit Exposure owed to, such Defaulting Lender until such time as all Advances and funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) 2.22 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 13.3 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Bank hereunder; third, to Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15subsection (e) below; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter amounts owing by such Defaulting Lender under Section 2.4(j) in respect of Letters of Credit Exposure (such amounts “L/C Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 Article V were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Disbursements owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations Liabilities are held by the Lenders pro rata in accordance with the Commitments their respective Commitment Percentages (determined without giving effect to Section 2.16(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (yB) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.14; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided that if (x1) such payment is a payment of the principal amount of any Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y2) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.15(a)(v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 9.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Fronting Banks hereunder; third, to Cash Collateralize the Issuing Lender’s Fronting Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.24; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s Fronting Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.24; sixth, to the payment of any amounts owing to the Lenders, Banks or the Issuing Lender Fronting Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Bank or the Issuing Lender Fronting Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure LC Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure Usage owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure Usage owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations Usage are held by the Lenders Banks pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv9.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii9.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender Bank irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 8.05 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank or Swingline Lender hereunder; third, to Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.25; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a deposit account and released pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances under this Agreement and (yB) Cash Collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.25; sixth, to the payment of any amounts owing to the Lenders, or the Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided that if (x1) such payment is a payment of the principal amount of any Advances Revolving Credit Advance or Letter of Credit Exposure Advance in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y2) such Revolving Credit Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 3.02 were satisfied or waived, such payment shall be applied solely to pay the Revolving Credit Advances of, and Letter of Credit L/C Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Credit Advances of, or Letter of Credit L/C Exposure owed to, such Defaulting Lender until such time as all Revolving Credit Advances and funded and unfunded participations in Letter of Credit Obligations L/C Exposure and Swingline Advances are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.23(a)(v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.23(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Bank hereunder; third, to Cash Collateralize cash collateralize the Issuing Lender’s Bank's Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.08(k); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s 's potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize cash collateralize the Issuing Lender’s Bank's future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.08(k); sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit LC Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit LC Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit LC Exposure owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations LC Exposure are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv2.09(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.16(a)(ii2.09(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunder; third, to Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances under this Agreement and (y) Cash Collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, or the Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances or Letter of Credit Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Advances of, and Letter of Credit Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of, or Letter of Credit Exposure owed to, such Defaulting Lender until such time as all Advances and funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; third, to Cash Collateralize cash collateralize the Issuing Lender’s Banks’ Fronting Exposure Exposures with respect to such Defaulting Lender in accordance with Section 2.152.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize cash collateralize the Issuing Lender’s Banks’ future Fronting Exposure Exposures with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.08(j); sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure LC Disbursements owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter Letters of Credit Obligations hereunder are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv2.08(l)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.16(a)(ii2.08(l) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 11.01 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing LC Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the Issuing LenderLC Issuer’s Fronting LC Exposure with respect to such Defaulting Lender in accordance with Section 2.15Lender; fourth, as the Borrower may request (so long as no Default or Event of Unmatured Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderLC Issuer’s future Fronting LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, the LC Issuer or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the LC Issuer or the Issuing Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Unmatured Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate sharePro Rata Share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter Obligations in respect of Letters of Credit Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter Obligations in respect of Letters of Credit Exposure owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter Letters of Credit Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to clause (iii) of this Section 2.16(a)(iv2.26(a). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.26(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.08, shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.14; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such that Defaulting Lender has not fully funded its appropriate share, share and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender any L/C Issuer hereunder; third, to Cash Collateralize the Issuing Lender’s L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.16; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.16; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender any L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 3.3 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Bank hereunder; third, to Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15subsection (e) below; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that that, if (x) such payment is a payment of the principal amount of any Advances Loans or amounts owing by such Defaulting Lender under Section 2.4(j) in respect of Letters of Credit (such amounts “Letter of Credit Exposure Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 Article V were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure Disbursements owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations Liabilities are held by the Revolving Lenders pro rata in accordance with the Commitments their respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents heretothereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.14; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.16; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Revolving Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.16; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Issuing Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Company as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Company against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Revolving Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Revolving Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Revolving Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Revolving Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Revolving Loans and funded and unfunded participations in Letter of Credit L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Revolving Commitments hereunder without giving effect to Section 2.16(a)(iv2.17(b). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.09 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Defaulting Lender that is a Revolving Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing L/C Issuer or Swing Line Lender hereunder; third, in the case of a Defaulting Lender that is a Revolving Lender, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, in the case of a Defaulting Lender that is a Revolving Lender, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Issuing Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Revolving Commitments hereunder without giving effect to Section 2.16(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent hereunder for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 ARTICLE VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Banks hereunder; third, to Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.21; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.21; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the any Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure LC Disbursements owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit LC Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 Section 11 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 13.02 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender any Letter of Credit Issuer hereunder; third, to Cash Collateralize the Issuing LenderLetter of Credit Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.08(g); fourth, as the applicable Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderLetter of Credit Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.08(g); sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Letter of Credit Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Letter of Credit Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowing in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 7.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Borrowings owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Borrowings owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations L/C Borrowings are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv)clause (iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunderL/C Issuer; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Revolving Credit Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Revolving Credit Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Revolving Credit Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Revolving Credit Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Revolving Credit Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Revolving Credit Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Revolving Credit Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.13; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.13; sixth, to the payment of any amounts owing to the Lenders, or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Committed Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Committed Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Committed Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.14(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.09 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Banks hereunder; third, to Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account Cash Collateral Account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.14; sixth, to the payment of any amounts owing to the Lenders, or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate shareApplicable Percentage, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the applicable conditions set forth in Section 3.2 Article IV were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Revolving Credit Commitments hereunder without giving effect to Section 2.16(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent Agents hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15Lender; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Issuing Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuers hereunder; third, to Cash Collateralize the Issuing Lendereach L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lendereach L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.14; sixth, to the payment of any amounts owing to the Lenders, or the Issuing Lender L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, or the Issuing Lender any L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided that provided, that, if (x) such payment is a payment of the principal amount of any Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.15(b). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article Section 7 or otherwise) or received by made available to the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 9.8 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Swingline Lender hereunder; third, to Cash Collateralize the Issuing Lender’s Fronting Exposure of the Swingline Lender with respect to such Defaulting Lender in accordance with Section 2.15; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, to be held in a deposit account and released pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans and funded participations under this Agreement and (yB) Cash Collateralize the Issuing Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit Swingline Loans issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x1) such payment is a payment of the principal amount of any Advances Loans or Letter of Credit Exposure funded participations in Swingline Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y2) such Advances Loans were made or the related Letters of Credit Swingline Loans were issued at a time when the conditions set forth in Section 3.2 4.2 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure funded participations in Swingline Loans owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure funded participations in Swingline Loans owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations Swingline Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv2.12(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.12(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.09 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.16; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.16; sixth, to the payment of any amounts owing to the Lenders, L/C Issuer or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, L/C Issuer or the Issuing Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 Section 11 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 13.8 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Letter of Credit Issuers hereunder; third, to Cash Collateralize the Issuing LenderLetter of Credit Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.153.8; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lendereach Letter of Credit Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.153.8; sixth, to the payment of any amounts owing to the Borrower, the Lenders, or the Issuing Lender as a result any Letter of any judgment of a court of competent jurisdiction obtained by any Lender, or the Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Credit Issuer as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrower, any Lender, any Letter of Credit Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighthseventh, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided provided, that if (x) such payment is a payment of the principal amount of any Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the applicable conditions set forth in Section 3.2 6.2 or Section 7 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 11.01 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing LC Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the Issuing LenderLC Issuer’s Fronting LC Exposure with respect to such Defaulting Lender in accordance with Section 2.15Lender; fourth, as the Borrower may request (so long as no Default or Event of Unmatured Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderLC Issuer’s future Fronting LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, the LC Issuer or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the LC Issuer or the Issuing Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate sharePro Rata Share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter Obligations in respect of Letters of Credit Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter Obligations in respect of Letters of Credit Exposure owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter Letters of Credit Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to clause (iii) of this Section 2.16(a)(iv2.26(a). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.26(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.09 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (yB) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.14; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided that if (x1) such payment is a payment of the principal amount of any Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y2) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.14(a)(v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 3.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunderhereunder (other than in respect of Letters of Credit); second, in the case of a Defaulting Lender that is a Revolving Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Administrative Agent in respect of Letters of Credit hereunder or the Swingline Lender hereunder; third, in the case of a Defaulting Lender that is a Revolving Lender, to Cash Collateralize the Issuing LenderAdministrative Agent’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15subsection (e) below; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) in the case of a Defaulting Lender that is a Revolving Lender, to satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Revolving Loans under this Agreement and (y) in the case of a Defaulting Lender that is a Revolving Lender, Cash Collateralize the Issuing LenderAdministrative Agent’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the Administrative Agent or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Administrative Agent or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans of either Class or Letter amounts required to have been funded by the Revolving Lenders under Section 2.5.(j) in respect of Letters of Credit Exposure (such amounts “L/C Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 Article V. were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of such Class of, and Letter of Credit Exposure L/C Disbursements owed to, all Non-Defaulting Lenders of the applicable Class on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Disbursements owed to, such Defaulting Lender until such time as all Advances and Loans of such Class and, as applicable, funded and unfunded participations in Letter of Credit Obligations Liabilities and Swingline Loans, are held by the Revolving Lenders pro rata in accordance with the Commitments their respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(a)(ivthe immediately following subsection (d)) and all Term Loans are held by the Term Loan Lenders pro rata as if there had been no Defaulting Lenders of such Class. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.16; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.16; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender any L/C Issuer hereunder; third, to Cash Collateralize the Issuing Lender’s L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.16; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.16; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender any L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Company as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Company against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 11.09 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to Cash Collateralize the Issuing Lender’s Fronting Exposure of the L/C Issuer with respect to such Defaulting Lender in accordance with Section 2.152.05; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, to be held in a deposit account and released pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans and funded participations under this Agreement and (yB) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.05; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the a Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x1) such payment is a payment of the principal amount of any Advances Loans or Letter funded participations in Letters of Credit Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y2) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter funded participations in Letters of Credit Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter funded participations in Letters of Credit Exposure owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.16; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.16; sixth, to the payment of any amounts owing to the Lenders, or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 3.3 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Bank hereunder; third, to Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15subsection (e) below; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that that, if (x) such payment is a payment of the principal amount of any Advances Loans or amounts owing by such Defaulting Lender under Section 2.4(j) in respect of Letters of Credit (such amounts “Letter of Credit Exposure Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 Article V were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure Disbursements owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations Liabilities are held by the Revolving Lenders pro rata in accordance with the Commitments their respective Revolving Commitment Percentages (determined without giving effect to Section 2.16(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunder; third, to Cash Collateralize the Issuing Lender’s 's Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s 's potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s 's future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, or the Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 Section 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; third, to Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Revolving Loans under this Agreement and (yB) Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, or Revolving Lenders and the Issuing Lender Banks as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by any Lender, Revolving Lender or the any Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x1) such payment is a payment of the principal amount of any Advances Revolving Loans or Letter drawings under Letters of Credit Exposure in respect of which such Defaulting Lender has not fully funded its appropriate sharePro Rata Share, and (y2) such Advances Revolving Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 3 were satisfied or waived, such payment shall be applied solely to pay the Advances Revolving Loans of, and Letter drawings under Letters of Credit Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Revolving Loans of, or Letter drawings under Letters of Credit Exposure owed to, such Defaulting Lender until such time as all Advances Revolving Loans and funded and unfunded participations in Letter Letters of Credit Obligations are held by the Revolving Lenders pro rata in accordance with the Commitments their Pro Rata Shares without giving effect to Section 2.16(a)(iv2.21(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Revolving Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Bank hereunder; third, to Cash Collateralize cash collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.08(k); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize cash collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.08(k); sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit LC Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit LC Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit LC Exposure owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations LC Exposure are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv2.09(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.16(a)(ii2.09(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing L/C Issuers or Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Lender’s L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Issuing Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15Lender; fourth, as the Borrower Parent may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerParent, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Issuing Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments their Applicable Percentages hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article Section 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.12 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing any L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Lender’s L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.158.8; fourth, as the Borrower Representative may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.158.8; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or the Issuing Lender Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuers or the Issuing Lender Swing Line Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the any Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure Reimbursement Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 3.1 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure Reimbursement Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure Reimbursement Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations and Swing Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 2.16(a)(iv8.7(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii8.7(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 11.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.16; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.16; sixth, to the payment of any amounts owing to the Lenders, Swing Line Lender or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Swing Line Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.17; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.17; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.18(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.18(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; , second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; , third, to Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; 2.05(j), fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; , fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; 2.05(j), sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, 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 Advances or Letter of Credit Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Advances of, and Letter of Credit Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of, or Letter of Credit Exposure owed to, such Defaulting Lender until such time as all Advances and funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) 2.22 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 3.3 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Bank hereunder; third, to Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15subsection (e) below; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender, or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter amounts owing by such Defaulting Lender under Section 2.4(j) in respect of Letters of Credit Exposure (such amounts “L/C Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 Article VI were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Disbursements owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations Liabilities are held by the Revolving Lenders pro rata in accordance with the Commitments their respective Commitment Percentages (determined without giving effect to Section 2.16(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 9.4, shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunderhereunder in connection with its role as Administrative Agent; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunderAdministrative Agent in connection with fronting exposure for Swingline Advances or Letters of Credit; third, to Cash Collateralize cash collateralize the Issuing Administrative Agent’s exposure in connection with the Defaulting Lender’s Fronting Exposure Pro Rata Share of any issued Letters of Credit with respect to such Defaulting Lender in accordance with Section 2.1513.4(e); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Credit Extension in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Credit Extensions under this Agreement and (y) Cash Collateralize cash collateralize the Issuing LenderAdministrative Agent’s future Fronting Exposure Letter of Credit fronting exposure with respect to such Defaulting Lender with respect to future Lenders’ Pro Rata Share of Letters of Credit to be issued in the future under this Agreement, in accordance with Section 2.1513.4(e); sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Administrative Agent as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Administrative Agent against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; eighth, if so determined by the Administrative Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of the Pro Rata Share of outstanding Credit Extensions of such Lenders to the aggregate outstanding Credit Extensions equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Credit Extensions or participations in Letters of Credit or Swingline Advances; and eighthninth, 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 Advances Credit Extensions or Letter of Credit Exposure issuances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Credit Extensions were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Advances of, and Letter Credit Extensions of Credit Exposure owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of, or Letter Credit Extensions of Credit Exposure owed to, such Defaulting Lender until such time as all Advances Credit Extensions and funded and unfunded participations in Letter Letters of Credit Obligations and Swingline Advances are held by the Lenders pro rata in accordance with the Credit Commitments without giving effect to Section 2.16(a)(iv13.4(b)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash cash Collateral pursuant to this Section 2.16(a)(ii13.4(b)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 Section 11 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 13.8 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Letter of Credit Issuer hereunder; third, to Cash Collateralize the Issuing LenderLetter of Credit Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.153.8; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderLetter of Credit Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.153.8; sixth, to the payment of any amounts owing to the LendersBorrower, the Lenders or the Issuing Lender as a result Letter of any judgment of a court of competent jurisdiction obtained by any Lender, or the Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Credit Issuer as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrower, any Lender or the Letter of Credit Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighthseventh, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 7 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Non‑Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure and L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees fees, indemnity payments or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 ARTICLE 10 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 13.01 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing each Fronting Letter of Credit Lender hereunder; third, to Cash Collateralize the Issuing each Fronting Letter of Credit Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.155.10; fourth, as the Borrower Parent may request (so long as no Default or Event of Default exists), to the funding of any Advance Accommodation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerParent, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Accommodations under this Agreement and (y) Cash Collateralize the Issuing each Fronting Letter of Credit Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.155.10; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing each Fronting Letter of Credit Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Fronting Letter of Credit Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Accommodations or Letter of Credit Exposure Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Accommodations were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 herein were satisfied or waived, such payment shall be applied solely to pay the Advances ofAccommodations made by, and Letter of Credit Exposure Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances ofAccommodations made by, or Letter of Credit Exposure Obligations owed to, such Defaulting Lender until such time as all Advances Accommodations and funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the their applicable Commitments without giving effect to Section 2.16(a)(iv2.12(1)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.12(1)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; fourth, as the applicable Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the applicable Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the applicable Borrower as a result of any judgment of a court of competent jurisdiction obtained by the applicable Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; third, to Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderBank’s future Fronting LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.08(j); sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure and LC Disbursements owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter Letters of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv4.05(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii4.05(b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.16; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Revolving Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.16; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Issuing Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Company as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Company against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Revolving Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Revolving Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Revolving Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Revolving Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Revolving Loans and funded and unfunded participations in Letter of Credit L/C Obligations and Swing Line Loans are held by the Revolving Lenders pro rata in accordance with the Revolving Commitments hereunder without giving effect to Section 2.16(a)(iv2.17(b). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 Section 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 13.7 hereto shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender any L/C Issuer hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.14; sixth, to the payment of any amounts owing to the Lenders, or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 7.1 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with their Percentages of the relevant Commitments without giving effect to Section 2.16(a)(iv)2.13(a)(iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.13(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 11.03 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender any LC Issuer hereunder; third, to Cash Collateralize the Issuing Lender’s LC Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.16; fourth, as the Applicable Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s LC Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.16; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender LC Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender LC Issuers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or reimbursement of any payment on any Letter of Credit Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans or reimbursement of any payment on any Letter of Credit were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure LC Outstandings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure LC Outstandings owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations LC Outstandings are held by the Lenders pro rata in accordance with the Commitments under the applicable Credit Facilities without giving effect to Section 2.16(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender amount (whether voluntary or mandatory, at maturity, pursuant to Article 7 Section 9 or otherwise) or received by , and including any amounts made available to the Administrative Agent from a by that Defaulting Lender pursuant to Section 7.4 11.3), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such that Defaulting Lender to the Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or the Issuing Swingline Lender against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Advances Loans or Letter of Credit Exposure Borrowings in respect of which such that Defaulting Lender has not fully funded its appropriate share, share and (y) such Advances Loans or Letter of Credit Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 5.2 were satisfied or waived, such payment shall be applied solely to the pay the Advances Loans of, and Letter of Credit Exposure Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure Borrowings owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the their Revolving Commitments without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by such that Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 Section 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 12.14 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Revolving Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Revolving Loans or Letter of Credit Exposure L/C Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Revolving Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 7.1 were satisfied or waived, such payment shall be applied solely to pay the Advances Revolving Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Revolving Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Revolving Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Revolving Credit Commitments under the Revolving Credit without giving effect to Section 2.16(a)(iv)2.14(a)(iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article Section 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.14 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing any L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Lender’s L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.158.8; fourth, as the Borrower Representative may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.158.8; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or the Issuing Lender Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuers or the Issuing Lender Swing Line Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the any Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure Reimbursement Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 3.1 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure Reimbursement Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure Reimbursement Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations and Swing Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 2.16(a)(iv8.7(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii8.7(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.13; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.13; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Revolving Credit Commitments hereunder without giving effect to Section 2.16(a)(iv2.14(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to Cash Collateralize cash collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.15(d); fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize cash collateralize the Issuing Lender’s L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.15(d); sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowing in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Borrowings owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Borrowings owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 2.16(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunder; third, to Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, or the Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (yB) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided that if (x1) such payment is a payment of the principal amount of any Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y2) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(ivsubsection (v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(iisubsection (ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.09 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Defaulting Lender that is a Revolving Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing L/C Issuer or Swing Line Lender hereunder; third, in the case of a Defaulting Lender that is a Revolving Lender, to Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.152.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, in the case of a Defaulting Lender that is a Revolving Lender, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.152.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Issuing Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender hereunder (whether voluntary or mandatory, at maturity, pursuant to Article 7 IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 5.10 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuer or the Issuing Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Lender’s Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.155.16; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.155.16; sixth, to the payment of any amounts owing to the Lenders, the Issuers or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuers or the Issuing Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure Reimbursement Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 6.2 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure Reimbursement Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure Reimbursement Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations Outstandings and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv5.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii5.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 Section 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 10.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender hereunder; third, to Cash Collateralize the Issuing Lender’s Lenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.153.11; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.153.11; sixth, to the payment of any amounts owing to the Lenders, Lenders or the Issuing Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or the Issuing Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter of Credit Exposure L/C Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure L/C Obligations owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit L/C Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.16(a)(iv2.20(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) 2.20 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 ARTICLE VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.4 SECTION 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank or Swingline Lender hereunder; third, to Cash Collateralize cash collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15Lender; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Lead Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances Loans under this Agreement and (y) Cash Collateralize cash collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, or the Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 Advances Loans or Letter Letters of Credit Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 SECTION 4.02 were satisfied or waived, such payment shall be applied solely to pay the Advances Loans of, and Letter of Credit Exposure Outstandings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances Loans of, or Letter of Credit Exposure Outstandings owed to, such Defaulting Lender until such time as all Advances Loans and funded and unfunded participations in Letter of Credit Obligations Outstandings and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(ivSECTION 8.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.16(a)(iiSECTION 8.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.