Common use of Defaulting Lender Waterfall Clause in Contracts

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Bank or the Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swingline Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or the Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit Borrowings were made at a time when the conditions set forth in Section 5.2 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuers or the Swingline Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, to be held as Cash Collateral for future funding obligations of that Collateralize each L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.16; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize each L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuers or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank any L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.17(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(b). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 8 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.16; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.17(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise 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 Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(b). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swingline Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to fund Loans future Letters of Credit issued under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations 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 the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VII or otherwise, and including any amounts made available to otherwise or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 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 that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank or the Swingline Lender any LC Issuer hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, to be held as Cash Collateral for future funding obligations of that Collateralize each LC Issuer’s Fronting Exposure with respect to such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.22(d); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account (including the Facility LC Collateral Account) and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize each LC Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Facility LCs issued under this Agreement, in accordance with Section 2.22(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank Lenders or the Swingline Lender LC Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank Lender or the Swingline Lender any LC Issuer against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, if so determined by the Administrative Agent, distributed to that the Lenders other than the Defaulting Lender until (A) first, the ratio of the Outstanding Revolving Credit Exposures of such Revolving Lenders to the Aggregate Outstanding Revolving Credit Exposure of all Revolving Lenders equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Revolving Loans or participations in Facility LCs, and (B) second, the ratio of the outstanding Term Loans of such Term Lenders to the Aggregate Outstanding Term Loans of all Term Lenders equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Term Loans; and ninth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings Facility LC issuances in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or Letter of Credit Borrowings were made or the related Facility LCs were issued at a time when the conditions set forth in Section 5.2 4.2 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter Credit Extensions of Credit Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Credit Extensions of such Defaulting Lender until such time as all Loans of, or Letter of Credit Borrowings owed to, that Defaulting Lenderand funded and unfunded participations in LC Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.22(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 the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto. If there is more than one LC Issuer, amounts in respect of the Fronting Exposure of each LC Issuer under this Section 2.22(a)(ii) shall be determined on a pro rata basis based on the respective Fronting Exposures of each such LC Issuer.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(b). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise 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 Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(b). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent or the Floor Plan Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article XI or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 13.5 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent and the Floor Plan Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the any Issuing Bank or the Swingline Lender Swing Line Bank hereunder; third, if so determined by the Administrative Agent or requested by to Cash Collateralize the Issuing Bank or the Swingline Lender, Banks’ Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 5.19; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the Issuing 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 5.19; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank Banks or the Swingline Lender Swing Line Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the any Issuing Bank or the Swingline Lender Swing Line Bank against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Company as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Company against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share or Letter of Credit Advances in respect of which such Defaulting Lender has not funded the appropriate amount, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 8.3 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings Advances owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings Advances owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans are held by the Lenders pro rata in accordance with the respective Commitments without giving effect to Section 5.20(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) 5.20 shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article 8 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.17; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.17; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Company as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Company against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.18(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.18(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the any Issuing Bank Lender or the Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by to Cash Collateralize the Issuing Bank or the Swingline Lender, Lenders’ Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.04; fourth, as the Borrower ODEC may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerODEC, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the Issuing Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.04; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank Lenders or the Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank Lenders or the Swingline Lender Lenders against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower ODEC as a result of any judgment of a court of competent jurisdiction obtained by the Borrower ODEC against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings LC Disbursements in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings LC Disbursements owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in LC Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.18(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or 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 the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article 8 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank any L/C Issuer or the Swingline Lender hereunder; third, if so determined by the Administrative Agent L/C Issuer or requested by the Issuing Bank or the Swingline LenderLender hereunder, to be held as Cash Collateral cash collateral for future funding obligations of that such Defaulting Lender in respect of any participation in any Swingline Loan or Letter of CreditL/C Obligation; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a non-interest bearing deposit account and released pro rata in order to satisfy obligations of that such Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuers or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuers or the Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit L/C Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C Borrowings owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to clause (iii) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuers or the Swingline Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, to be held as Cash Collateral for future funding obligations of that Collateralize each L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.16; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize each L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuers or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank any L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Company as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Company against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.03 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.17(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank or the Swingline Lender any L/C Issuer hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuers’ Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.15; fourth, as the Parent Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan or unfunded participation in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Parent Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans or unfunded participations under this Agreement and (y) Cash Collateralize future Fronting Exposure of that the L/C Issuers’ with respect to such Defaulting Lender with respect to fund Loans 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 Lenders or the Swingline Lender L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank Lender or the Swingline Lender any L/C Issuer against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(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 that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations 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 the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank or the Swingline Lender L/C Issuer hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.13; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a non-interest bearing deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (B) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.13; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank Lenders or the Swingline Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank Lender or the Swingline Lender L/C Issuer against that such Defaulting Lender as a result [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided, provided that, if (x1) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y2) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.14(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 the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 10.08) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.16; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 (or Section 4.03, if applicable) were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Revolving Commitments hereunder without giving effect to Section 2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.17(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article 11 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 4.9 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank any Issuer or the Swingline Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, Issuers’ Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 4.13; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrower Representative, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the 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 4.13; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank Issuers or the Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank Issuers or the Swingline Lender Lenders against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings Outstandings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings Outstandings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings Outstandings owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in Letter of Credit Outstandings and Swing Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable Credit Facility without giving effect to Section 4.12(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)(ii4.12(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank any L/C Issuer or the Swingline Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuers’ Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (B) Cash Collateralize the L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuers or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank any L/C Issuer or the Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise 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 Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 8 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 10.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunderor the Collateral Agent under the Credit Documents; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the any Issuing Bank or the Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by the to Cash Collateralize each Issuing Bank or the Swingline Lender, Bank’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.21(d); fourth, as the Borrower may request (so long as no Default or Event of Default existsshall have occurred and be continuing), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize each Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.21(d); sixth, to the payment of any amounts owing to the Lenders, the Lenders or any Issuing Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Lender or Issuing Bank or the Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default existsshall have occurred and be continuing, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter reimbursement obligations with respect to Letters of Credit Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share applicable Pro Rata Share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 3.2 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter reimbursement or participation obligations with respect to Letters of Credit Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter reimbursement or participation obligations with respect to Letters of Credit Borrowings owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in Letters of Credit are held by the Lenders pro rata in accordance with the applicable Commitments without giving effect to Section 2.21(a)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.21(a)(i) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuers or the Swingline Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, to be held as Cash Collateral for future funding obligations of that Collateralize each L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.03(g); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C 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 2.03(g); sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuers or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank any L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.03 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit L/C Borrowings owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C Borrowings owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(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)(ii2.15(b) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 maturity or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 12.07 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank Fronting Banks or the Swingline Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, Fronting Banks’ Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with subsection (e) below; fourth, as the Borrower may request (so long as no Default or Event of Default existsexists other than a Default or Event of Default that will be cured by the application of such funds in accordance with this paragraph), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the 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 subsection (e) below; sixth, to the payment of any amounts owing to the LendersBanks, the Issuing Bank Fronting Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any LenderBank, the Issuing a Fronting Bank or the Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter amounts owing by such Defaulting Lender under Section 2.16 in respect of Letters of Credit Borrowings (such amounts “L/C Disbursements”), in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit Borrowings were made at a time when the conditions set forth in Section 5.2 were satisfied or waivedshare, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Borrowings owed to, that Defaulting LenderLiabilities and Swingline Loans are held by the Banks in accordance with their respective Pro Rata Shares (determined without giving effect to the 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 the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender Bank irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article IX or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank any L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuers’ Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C 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 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank any L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank any L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 5.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(b). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 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 that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank any L/C Issuer or the Swingline Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings L/C Obligations in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 7.1 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with their Percentages of the relevant Revolving Credit Commitments without giving effect to Section 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 the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 7 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 10.13 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuers or the Swingline Lender Administrative Agent in its capacity as the maker of Swing Loans hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, to be held as Cash Collateral for future Collateralize contingent funding obligations of that such Defaulting Lender in respect of any participation in any Swingline Swing Loan or Letter of Credit; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a non-non interest bearing deposit account and to be released in order to satisfy obligations of that such Defaulting Lender to fund Loans under this AgreementAgreement and Cash Collateralize contingent funding obligations of such Defaulting Lender in respect of participation in any future Swing Loan or future Letter of Credit; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuers or the Swingline Lender Administrative Agent as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuers or the Swingline Lender Administrative Agent against that Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings L/C Obligations in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 3.1 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis in accordance with their Percentages under the applicable Credit prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that to such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) 8.7 shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article IX or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise 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 Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(b). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (B) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise 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 Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.03 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(b). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII, Section 9 8.1 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), Article XI shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank or the Swingline Lender any L/C Issuer hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation L/C Issuer’s Fronting Exposure in any Swingline Loan or Letter of Creditaccordance with Section 2.21; fourth, as the Borrower may request (so long as no Default or Event of Unmatured Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this AgreementAgreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement in accordance with Section 2.21; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank Lenders or the Swingline Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank Lender or the Swingline Lender L/C Issuer against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Unmatured Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (xA) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings L/C Obligations in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yB) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.3 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.22(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 the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article IX or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuers or the Swingline Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, to be held as Cash Collateral for future funding obligations of that Collateralize each L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize each L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuers or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank any L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise 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 (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 5.03 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(b). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article XI or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 12.2 shall be applied at such time or times as may be reasonably determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swingline Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-an interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to fund Loans future Letters of Credit issued under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 were satisfied or waived, such payment shall be applied solely first to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.9.1(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.9.1(b) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank any L/C Issuer or the Swingline Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuers’ Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement, and (B) Cash Collateralize the L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuers or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank any L/C Issuer or the Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise 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 Loans or Letter of Credit Borrowings Unreimbursed Amounts in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y2) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank or the Swingline Lender any L/C Issuer hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, to be held as Cash Collateral for future funding obligations of that Collateralize L/C Exposure with respect to such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with this Section; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize future L/C Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank Lenders or the Swingline Lender L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank Lender or the Swingline Lender any L/C Issuer against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this AgreementAgreement or under any other Loan Document; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this AgreementAgreement or under any other Loan Document; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings L/C Disbursements in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.03 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Disbursements owed to, that such Defaulting Lender until such time as all Loans and funded and unfunded participations in the Borrower’s obligations corresponding to such Defaulting Lender’s L/C Exposure are held by the Lenders in accordance with their respective Pro Rata Shares under the applicable Revolving Facility without giving effect to clause (iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral 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 that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 13 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 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 that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank any L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuers’ Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.7; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.7; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuers or the Swingline Lender Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuers or the Swingline Lender Swing Line Lenders against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that such Defaulting Lender as a result of that such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or payment made by an L/C Issuer pursuant to a Letter of Credit Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 12.2 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and payments made by an L/C Issuer pursuant to a Letter of Credit Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or payment made by an L/C Issuer pursuant to a Letter of Credit Borrowings owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in Letter of Credit Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to clause (iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral 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 that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement, and (B) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise 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 Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y2) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 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 that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank or the Swingline Lender LC Issuers hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, LC Issuers’ Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.22(d); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account (including the Facility LC Collateral Account) and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (B) Cash Collateralize the LC Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Facility LCs issued under this Agreement, in accordance with Section 2.22(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank Lenders or the Swingline Lender LC Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank Lender or the Swingline Lender any LC Issuer against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, if so determined by the Administrative Agent, distributed to that the Lenders other than the Defaulting Lender until the ratio of the Revolving Exposures of such Lenders to the Aggregate Outstanding Revolving Credit Exposures of all Revolving Lenders equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans or participations in Facility LCs; and ninth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings Facility LC issuances in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or Letter of Credit Borrowings were made or the related Facility LCs were issued at a time when the conditions set forth in Section 5.2 4.2 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter Credit Extensions of Credit Borrowings owed to, all Non-Defaulting Lenders that are Revolving Lenders on a pro rata basis prior to being applied to the payment of any Credit Extensions of such Defaulting Lender until such time as all Loans of, or Letter of Credit Borrowings owed to, that Defaulting Lenderand funded and unfunded participations in LC Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.22(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 the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank any L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.16; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuers or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank any L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Company as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Company against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.17(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank or the Swingline Lender L/C Issuer hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.11; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to satisfy obligations of that Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to fund Loans future Letters of Credit issued under this Agreement, in accordance with Section 2.11; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank Lenders or the Swingline Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank Lender or the Swingline Lender L/C Issuer against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.12(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 the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 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 that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the any Issuing Bank Lender or the Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by to Cash Collateralize the Issuing Bank or the Swingline Lender, ’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.20; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the 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 2.20; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank Lenders or the Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank Lenders or the Swingline Lender Lenders against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (xA) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings LOC Obligations in respect of which that such Defaulting Lender has not fully funded its appropriate share and (yB) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.2 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings LOC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings LOC Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in LOC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.21(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 the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article X or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank or the Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by to cash collateralize the Issuing Bank or the Swingline Lender, Bank’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.08(k); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolving Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Revolving Loans under this Agreement and (y) cash collateralize the Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.08(k); sixth, to the payment of any amounts owing to the Lenders, Revolving Credit Lenders or the Issuing Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Revolving Credit Lender or the Issuing Bank or the Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Revolving Loans or Letter of Credit Borrowings LC Exposure in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Revolving Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 6.02 were satisfied or waived, such payment shall be applied solely to the pay the Revolving Loans of, and Letter of Credit Borrowings LC Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or Letter of Credit Borrowings LC Exposure owed to, that such Defaulting LenderLender until such time as all Revolving Loans and funded and unfunded participations in LC Exposure are held by the Revolving Credit Lenders pro rata in accordance with the Revolving Credit Commitments without giving effect to Section 2.09(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 the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Revolving Credit Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Designated Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VII or otherwise, and including any amounts made available to ) or received by the Administrative Designated Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.1 shall be applied at such time or times as may be determined by the Administrative Designated Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Designated Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank or the Swingline Lender any LC Issuer hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, to be held as Cash Collateral for future funding obligations of that Collateralize each LC Issuer’s Fronting Exposure with respect to such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.22(d); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Designated Agent; fifth, if so determined by the Administrative Designated Agent and the Borrower, to be held in a non-interest bearing deposit account (including the Facility LC Collateral Account) and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize each LC Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Facility LCs issued under this Agreement, in accordance with Section 2.22(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank Lenders or the Swingline Lender LC Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank Lender or the Swingline Lender any LC Issuer against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, if so determined by the Designated Agent, distributed to that the Lenders other than the Defaulting Lender until the ratio of the Outstanding Credit Exposures of such Lenders to the Aggregate Outstanding Exposure of all Lenders equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans or participations in Facility LCs; and ninth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings Facility LC issuances in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or Letter of Credit Borrowings were made or the related Facility LCs were issued at a time when the conditions set forth in Section 5.2 4.2 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter Credit Extensions of Credit Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Credit Extensions of such Defaulting Lender until such time as all Loans of, or Letter of Credit Borrowings owed to, that Defaulting Lenderand funded and unfunded participations in LC Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.22(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 the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto. If there is more than one LC Issuer, amounts in respect of the Fronting Exposure of each LC Issuer under this Section 2.22(a)(ii) shall be determined on a pro rata basis based on the respective Fronting Exposures of each such LC Issuer.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(b). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article IX or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuers or the Swingline Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, to be held as Cash Collateral for future funding obligations of that Collateralize each L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize each L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuers or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank any L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise 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 Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 5.03 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(b). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 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 that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank any L/C Issuer or the Swingline Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings L/C Obligations in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 7.1 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with their Percentages of the relevant Commitments without giving effect to Section 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 the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 10.09 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.16; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Company as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Company against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.17(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.03 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such 53 time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(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 the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Designated Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VII or otherwise, and including any amounts made available to ) or received by the Administrative Designated Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.1 shall be applied at such time or times as may be determined by the Administrative Designated Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Designated Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank or the Swingline Lender any LC Issuer hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, to be held as Cash Collateral for future funding obligations of that Collateralize each LC Issuer’s Fronting Exposure with respect to such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.22(d); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Designated Agent; fifth, if so determined by the Administrative Designated Agent and the Borrower, to be held in a non-interest bearing deposit account (including the Facility LC Collateral Account) and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize each LC Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Facility LCs issued under this Agreement, in accordance with Section 2.22(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank Lenders or the Swingline Lender LC Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank Lender or the Swingline Lender any LC Issuer against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, if so determined by the Designated Agent, distributed to that the Lenders other than the Defaulting Lender until the ratio of the Outstanding Credit Exposures of such Lenders to the Aggregate Outstanding Exposure of all Lenders equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans or participations in Facility LCs; and ninth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings Facility LC issuances in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or Letter of Credit Borrowings were made or the related Facility LCs were issued at a time when the conditions set forth in Section 5.2 4.2 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter Credit Extensions of Credit Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Credit Extensions of such Defaulting Lender until such time as all Loans of, or Letter of Credit Borrowings owed to, that Defaulting Lenderand funded and unfunded participations in LC Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.22(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 the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto. If there is more than one LC Issuer, amounts in respect of the Fronting Exposure of each LC Issuer under this Section 2.22(a)(ii) shall be determined on a pro rata basis based on the respective Fronting Exposures of each such LC Issuer.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 8 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 10.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunderor the Collateral Agent under the Credit Documents; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the any Issuing Bank or the Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by the to Cash Collateralize each Issuing Bank or the Swingline Lender, Bank’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.21(d); fourth, as the Borrower may request (so long as no Default or Event of Default existsshall have occurred and be continuing), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize each Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.21(d); sixth, to the payment of any amounts owing to the Lenders, the any Issuing Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Lender or Issuing Bank or the Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default existsshall have occurred and be continuing, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter reimbursement obligations with respect to Letters of Credit Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share applicable Pro Rata Share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 3.2 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter reimbursement or participation obligations with respect to Letters of Credit Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter reimbursement or participation obligations with respect to Letters of Credit Borrowings owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in Letters of Credit are held by the Lenders pro rata in accordance with the applicable Commitments without giving effect to Section 2.21(a)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.21(a)(i) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article IX or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.311.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.14; fourth, (A) as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative AgentAgent or (B) so long as all Fronting Exposure shall be Cash Collateralized immediately prior to and after giving effect thereto, to be held as Cash Collateral, such Cash Collateral to be in substitution for Cash Collateral previously provided by the Borrowers pursuant to Section 2.14(a) and in an amount equal to the Cash Collateral being substituted; fifth, if so determined by the Administrative Agent and the BorrowerCompany, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Company as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Company against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 5.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article 8 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 10.04 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank or the Swingline Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by to Cash Collateralize the Issuing Bank or the Swingline Lender, Bank’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.22(d); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account Deposit Account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the Issuing 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 2.22(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter reimbursement obligations with respect to Letters of Credit Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 3.02 were satisfied or and waived, such payment shall be applied solely to the pay the Loans of, and Letter reimbursement obligations with respect to Letters of Credit Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter reimbursement obligations with respect to Letters of Credit Borrowings owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans are held by the Lenders pro rata in accordance with the applicable Commitments without giving effect to Section 2.22(a)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.22(a)(i) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article XI or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 12.2 shall be applied at such time or times as may be reasonably determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swingline Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-an interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to fund Loans future Letters of Credit issued under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 were satisfied or waived, such payment shall be applied solely first to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.9.1(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.9.1(b) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article 8 or otherwise, and including any amounts made available to the ) or received by Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to the Administrative ) or received by Agent by that from a Defaulting Lender pursuant to Section 11.3), 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank or the Swingline Lender L/C Issuer hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.13; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (B) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or the Swingline Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank Lender or the Swingline Lender L/C Issuer against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise 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 (x1) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y2) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.14(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 the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank applicable L/C Issuer(s) or the Swingline Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuers’ Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.23; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C 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 2.23; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank applicable L/C Issuers or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank applicable L/C Issuers or the Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and and, eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit the L/C Borrowings owed to, all the Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C Borrowings owed to, that such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(iiclause (ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swingline Loan or Letter of Credit; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Lead Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that with respect to Loans under this Agreement (including, without limitation, future Fronting Exposure with respect to such Defaulting Lender with respect to fund Loans Swing Line Loans) and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations 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 the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3)10.08, shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.17; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this AgreementAgreement and (y) Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement in accordance with Section 2.17; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral 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 that Defaulting Lender, and each Lender irrevocably consents hereto.,

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank any L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swingline Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Committed Loans in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that with respect to Committed Borrowings under this Agreement and (y) Cash Collateralize the L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to fund Loans future Letters of Credit issued under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuers or the Swingline Lender Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuers or the Swingline Lender Swing Line Lenders against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans Committed Loan or Letter of Credit Borrowings L/C Advance in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Committed Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Advance owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Advances owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the facility without giving effect to Section 2.15(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)(ii2.15(a) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article IX or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank any L/C Issuer or the Swingline any Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuers’ Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C 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 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank any L/C Issuer or the Swingline any Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank any L/C Issuer or the Swingline any Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 5.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(b). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender hereunder (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article IX or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 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 that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank any Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, Issuers’ Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 5.16; fourth, as the Borrower Borrowers may request (so Xxxxxx Micro/Credit Agreement long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the 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 5.16; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank Issuers or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank Issuers or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings Reimbursement Obligations in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 6.2 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings Reimbursement Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Reimbursement Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Borrowings owed to, that Defaulting LenderOutstandings and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 5.15(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 the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent hereunder for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 6.02 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 9.05 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the any Issuing Bank or the Swingline Lender Swing Line Bank hereunder; third, if so determined by the Administrative Agent or requested by to Cash Collateralize the Issuing Bank or the Swingline Lender, Banks’ Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.15(d); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that with respect to Advances under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender to fund Loans under this Agreementin accordance with Section 2.15(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank Banks or the Swingline Lender Swing Line Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank Banks or the Swingline Lender Swing Line Banks against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans Advances or Letter of Credit Borrowings L/C Disbursements in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans Advances were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 3.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans Advances of, and Letter of Credit Borrowings L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or Letter of Credit Borrowings L/C Disbursements owed to, that such Defaulting LenderLender until such time as all Advances and funded and unfunded participations in L/C Obligations and Swing Line Advances are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VII or otherwise, and including any amounts made available to the ) or received by Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank or the Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by the to Cash Collateralize Issuing Bank or the Swingline Lender, Bank’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditthe manner described in Section 2.09(a); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in the manner described in Section 2.09(a); sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or the Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under 72 Second Amended and Restated Revolving Credit Agreement this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings reimbursement obligations in respect of any LC Disbursement for which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or and waived, such payment shall be applied solely to the pay the Loans of, and Letter reimbursement obligations in respect of Credit Borrowings any LC Disbursement that is owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter reimbursement obligations in respect of Credit Borrowings any LC Disbursement that is owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the applicable Commitments without giving effect to Section 2.19(a)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.19(a)(i) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 8 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.16; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.17(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.. #PageNum#

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VII or otherwise, and including any amounts made available to the ) or received by Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank or the Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by the to Cash Collateralize Issuing Bank or the Swingline Lender, Bank’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditthe manner described in Section 2.09(a); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in the manner described in Section 2.09(a); sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or the Swingline Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Revolving Credit Agreement against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings reimbursement obligations in respect of any LC Disbursement for which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or and waived, such payment shall be applied solely to the pay the Loans of, and Letter reimbursement obligations in respect of Credit Borrowings any LC Disbursement that is owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter reimbursement obligations in respect of Credit Borrowings any LC Disbursement that is owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the applicable Commitments without giving effect to Section 2.19(a)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.19(a)(i) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from such Defaulting Lender pursuant to Section 11.3), 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuers or the Swingline Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Bank L/C Issuer or the Swingline Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swingline Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or L/C Issuers and the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank any L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans or Letter of Credit L/C Borrowings were made at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit L/C Borrowings owed to, all Non-Lenders that are not Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit L/C Borrowings owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article IX or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuers or the Swingline Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, to be held as Cash Collateral for future funding obligations of that Collateralize each L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize each L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuers or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank any L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise as may be required under the Loan Documents 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 Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 5.01 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Advances owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Advances owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(b). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii2.15(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (B) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a such Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to (until such time as all Loans and the underlying obligations satisfied to the extent of such payment) funded and redirected by that Defaulting Lender, unfunded participations in L/C Obligations and each Lender irrevocably consents hereto.Swing

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 7 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 9.10 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 that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’ Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.22; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.22; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Lender Lenders against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings L/C Disbursements in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 3.2 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Disbursements owed to, all Non-Defaulting Non‑Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Disbursements owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to clause (iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral 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 that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swingline Loan or Letter of Credit; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Lead Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that with respect to Loans under this Agreement (including, without limitation, future Fronting Exposure with respect to such Defaulting Lender with respect to fund Loans Swing Line Loans) and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit L/C Borrowings in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations 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 the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 or otherwise, and including any amounts made available to ) or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 13.6 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 that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Bank any L/C Issuer or the Swingline Swing Line Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, L/C Issuer’s Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 1.17; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 1.17; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank L/C Issuer or the Swingline Swing Line Lender against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the a Borrower as a result of any judgment of a court of competent jurisdiction obtained by the a Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings L/C Obligations in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 7.1 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings 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 Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Loans are held by the Lenders pro rata in accordance with their Revolver Percentages without giving effect to Section 1.16(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)(ii1.16(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount (other than fees which any Defaulting Lender is not entitled to receive pursuant to Section 2.16(a)(iii)) amounts received by the Administrative Agent for the account of such Defaulting Lender (Lender, whether voluntary or mandatory, at maturity, pursuant to Section 9 Article VIII or otherwise, and including any amounts made available to otherwise or received by the Administrative Agent by that from a Defaulting Lender pursuant to Section 11.3), 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that such Defaulting Lender to the Issuing Fronting Bank or the Swingline Lender hereunder; third, if so determined by to Cash Collateralize the Administrative Agent or requested by the Issuing Bank or the Swingline Lender, Fronting Bank's Fronting Exposure with respect to be held as Cash Collateral for future funding obligations of that such Defaulting Lender of any participation in any Swingline Loan or Letter of Creditaccordance with Section 2.16; fourth, as the Borrower Alterra Capital may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerAlterra Capital, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender's potential future funding obligations of that Defaulting Lender with respect to fund Loans under this Agreement and (y) Cash Collateralize the Fronting Bank's future Fronting Exposure and such Defaulting Lender's future L/C Obligations with respect to Several Letters of Credit with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank Lenders or the Swingline Lender Fronting Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank Lender or the Swingline Lender Fronting Bank against that such Defaulting Lender as a result of that such Defaulting Lender’s 's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the applicable Borrower as a result of any judgment of a court of competent jurisdiction obtained by the applicable Borrower against that such Defaulting Lender as a result of that such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to that such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings L/C Advances in respect of which that such Defaulting Lender has not fully funded its appropriate share share, and (y) such Loans were made or Letter the related Letters of Credit Borrowings were made issued at a time when the conditions set forth in Section 5.2 4.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and Letter of Credit Borrowings L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Borrowings L/C Obligations owed to, that such Defaulting LenderLender until such time as all Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(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 the underlying obligations satisfied to the extent of such payment) and redirected by that such Defaulting Lender, and each Lender irrevocably consents hereto.