Common use of Defaulting Lender Waterfall Clause in Contracts

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro-rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to 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 L/C Issuers or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII Section 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 10.7(b) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the L/C Issuer or Swing Line Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.163.16; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations 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 future Letters of Credit issued under this Agreement, in accordance with Section 2.163.16, and; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuer or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any LenderLenders, any the L/C Issuer or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv3.15(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 2.17(a)(ii3.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) , and including any amounts made available or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 11.08) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or the Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Credit Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts owing to the Lenders, the any L/C Issuers Issuer or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any such L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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-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 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 12.4. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Bank or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the L/C IssuerIssuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16subsection (e) below; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C IssuerIssuing 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 2.16subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Bank or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.2.(j) in respect of Letters of Credit (such amounts “L/C Borrowings Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations 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 Obligations Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Letter of Credit Liabilities and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder their respective Commitment Percentages (determined without giving effect to Section 2.17(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 10.08 shall be applied at such time or times as may be reasonably determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the each L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.17; fourth, as the Borrowers applicable Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersCompany, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans to such Borrower under this Agreement and (y) Cash Collateralize the 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 2.162.17; sixth, to the payment of any amounts owing to the Lenders, the other Lenders and each L/C Issuers or the Swing Line Lender Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued or Bankers’ Acceptances created at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv2.18(a)(iv). Notwithstanding the foregoing, no amounts received from the Company shall be applied to Excluded Swap Obligations of the Company. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.18(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 11.08, shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the applicable L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the such L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.15; fourth, as the Borrowers Company or the Foreign Borrower, as applicable, may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersCompany or the Foreign Borrower, as applicable, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the applicable 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 2.162.15; sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuers Issuer or the Swing Line Lender as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by any Lender, any such L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Company or the Foreign Borrower, as applicable, as a result of any final, final and non-appealable judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender 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-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv2.16(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 2.17(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 3.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Bank or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the L/C IssuerIssuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16subsection (e) below; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C IssuerIssuing 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 2.16subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Bank or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.3.(j) in respect of Letters of Credit (such amounts “L/C Borrowings Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations 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 Obligations Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Letter of Credit Liabilities and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder their respective Revolving Commitment Percentages (determined without giving effect to Section 2.17(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent or the Collateral Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII 8 or otherwise) or received by the Administrative Agent or the Collateral Agent from a Defaulting Lender pursuant to Section 10.09 10.07(b) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent and the Collateral Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Issuing Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Issuing Lenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.24; fourth, as the Borrowers Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersCompany, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s 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 2.162.24; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Lenders or the Swing Line Lender Issuing Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer Lender or the Swing Line Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Company as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower the Company against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations 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 Obligations Disbursements owed to, such Defaulting Lender 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-pro rata in accordance with the Commitments hereunder Revolving Credit Percentages under the applicable Facility without giving effect to Section 2.17(a)(iv2.25(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 2.17(a)(ii2.25(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII VI or otherwise) from the Company or received by any Guarantor for the Administrative Agent from account of a Defaulting Lender pursuant under this Agreement will not be required to Section 10.09 shall be paid or distributed to such Defaulting Lender, but will instead be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative any Agent hereunderunder this Agreement; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifthand third, if so determined by the Administrative Agent and the BorrowersCompany, to be held in a deposit an account and released pro-rata in order to (x) satisfy such Defaulting Lender’s potential as cash collateral for future funding obligations of the Defaulting Lender in respect of any Advances under this Agreement. If such Lender is still a Defaulting Lender and any amounts remain in such account on the date that the Commitments are terminated and all payment obligations of the Company hereunder are paid in full, then such amounts will be applied by the Administrative Agent to the making of payments in the following order of priority: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect Revolving Facility, to the payment of any amounts owing by such Defaulting Lender with to any Swing Line Bank hereunder; third, to the funding of any Advance in respect of which such Defaulting Lender has failed to future Letters of Credit issued under fund its portion thereof as required by this Agreement, in accordance with Section 2.16as determined by the Administrative Agent; sixthfourth, to the payment of any amounts owing to the Lenders, the L/C Issuers Lenders or the Swing Line Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or any L/C Issuer or the Swing Line Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default existsfifth, to the payment of any amounts owing to the Company or any Borrower Guarantor as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower the Company or any Guarantor against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighthsixth, to pay amounts owing under this Agreement to such Defaulting Lender or as otherwise directed by a court of competent jurisdictionjurisdiction may otherwise direct; provided that if (x) such payment is any amounts held as cash collateral for funding obligations of a payment of the principal amount of any Loans or L/C Borrowings in respect of which Defaulting Lender shall be returned to such Defaulting Lender has not fully funded its appropriate share, upon the termination of this Agreement and (y) such Loans were made or the related Letters satisfaction of Credit were issued at a time when the conditions set forth in Section 5.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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)Lender’s obligations hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral cash collateral pursuant to this Section 2.17(a)(ii) 2.18 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII 10 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, with respect to a Defaulting Lender that is a Revolving Credit Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Lender hereunder; third, with respect to a Defaulting Lender that is a Revolving Credit Lender, to Cash Collateralize the L/C Issuer’s Fronting Exposure Exposure, if any, with respect to such Defaulting Lender in accordance with Section 2.162.10; fourthfourth with respect to a Defaulting Lender that is a Revolving Credit Lender, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolving Credit Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, with respect to a Defaulting Lender that is a Revolving Credit Lender, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Credit Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure Exposure, if any, with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.162.10; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuer or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that that, if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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-pro rata in accordance with the Commitments hereunder under the applicable Facility without giving effect to Section 2.17(a)(iv12.22(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 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 2.15 or 10.03 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C LC Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s LC Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.15(a)(iv); fourth, as the Borrowers Parent Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so reasonably determined by the Administrative Agent and the BorrowersParent Borrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s LC Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.162.15(a)(iv); sixth, to the payment of any amounts owing to the Lenders, the L/C LC Issuers or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the LC Issuers or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Event of Default exists, to the payment of any amounts owing to the Parent Borrower or any Restricted Subsidiaries thereof pursuant to any Hedge Agreement with such Defaulting Lender or any Affiliate thereof as certified to the Administrative Agent (with a copy to such Defaulting Lender) by an Authorized Officer prior to the date of such payment; eighth, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Parent Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Parent Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighthninth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings LC Outstandings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations LC Outstandings 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 Obligations LC Outstandings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations LC Outstandings and Swing Line Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder under the applicable Credit Facility without giving effect to Section 2.17(a)(iv2.15(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 2.17(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts (excluding payments under the Required Hedging Agreements) received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII Section 7.1 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 9.14 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Lender each Issuing Bank hereunder; third, to Cash Collateralize the L/C Issuereach Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.25(d); fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s each Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.162.25(d); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Lenders or the Swing Line Lender each Issuing Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or any L/C Issuer or the Swing Line Lender Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings reimbursement obligations with respect to Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.[***] Confidential Treatment Requested

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, if such Defaulting Lender is a Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the L/C Issuer or Swing Line Lender hereunder; third, if such Defaulting Lender is a Lender, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.15; fourth, as the Borrowers Toro may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersToro, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) if such Defaulting Lender is a Lender, 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 2.162.15; sixth, in the case of a Defaulting Lender, to the payment of any amounts owing to the Lenders, other Lenders and the L/C Issuers Issuer or the Swing Line Lender Lender, in each case, as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis (and ratably among all applicable Facilities computed in accordance with the Defaulting Lenders’ respective funding deficiencies) prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender 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-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv2.16(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 2.17(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by , and including any amounts made available to the Administrative Agent from a by that Defaulting Lender pursuant to Section 10.09 10.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such that Defaulting Lender to any L/C Issuer or the Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the Swing Line Lender, to be held as Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Collateral for future funding obligations of that Defaulting Lender of any participation in accordance with Section 2.16any Swing Line Loan; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released pro-rata in order to (x) satisfy such obligations of that Defaulting Lender’s potential future funding obligations with respect Lender 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 L/C Issuers Lenders or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer Lender or the Swing Line Lender against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such that Defaulting Lender has not fully funded its appropriate share, share and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such of that Defaulting Lender 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)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 2.17(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such that Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 3.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Bank or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the L/C IssuerIssuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16subsection (e) below; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C IssuerIssuing 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 2.16subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Bank or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.2.(j) in respect of Letters of Credit (such amounts “L/C Borrowings Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations 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 Obligations Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Letter of Credit Liabilities and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder their respective Commitment Percentages (determined without giving effect to Section 2.17(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) , and including any amounts made available or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 11.08) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or any Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default existshas occurred and is then continuing), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts owing to the Lenders, the any L/C Issuers Issuer or the any Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any such L/C Issuer or the such Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default existshas occurred and is then continuing, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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-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 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C LC Issuer or the Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure of each LC Issuer and/or the Swing Line Lender, as applicable, with respect to such Defaulting Lender in accordance with Section 2.162.20.13; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Unmatured Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined requested by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure of any LC Issuer or the Swing Line Lender, as applicable, with respect to such Defaulting Lender with respect to future Letters of Credit Facility LCs issued under this Agreement, or Swing Line Loans made under this Agreement, in accordance with Section 2.162.20.13; sixth, to the payment of any amounts owing to the Lenders, the L/C LC Issuers or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C LC Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings LC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit Facility LCs were issued at a time when the conditions set forth in Section 5.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.in

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII 10 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 10.2(b) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer Issuing Lender or Swing Line Swingline Loan Lender hereunder; third, to Cash Collateralize the L/C IssuerIssuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.165.12; fourth, as the Borrowers Borrower may request (so long as no Potential Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C IssuerIssuing 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 2.165.12; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Lender or the Swing Line Swingline Loan Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Lender or the Swing Line Swingline Loan Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Potential Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Letter of Credit Borrowing in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth specified in Section 5.01 7.3 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations 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 L/C Obligations Letter of Credit Borrowing owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Letter of Credit Obligations and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder under the applicable Facility without giving effect to Section 2.17(a)(iv5.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii5.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII §13 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 §14 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line the Swingline Lender hereunder; third, if such Defaulting Lender is a Revolving Credit Lender, to Cash Collateralize the L/C IssuerAdministrative Agent’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16§5.11; fourth, as the Borrowers Borrower Representative may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Credit Agreement and (y) if such Defaulting Lender is a Revolving Credit Lender, to Cash Collateralize the L/C IssuerAdministrative Agent’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Credit Agreement, in accordance with Section 2.16§5.11; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Swingline Lender or the Swing Line Lender Administrative Agent as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Swingline Lender or the Swing Line Lender Administrative Agent against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such a Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Credit Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 §12 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders holding the applicable Commitments (or Loans of the same class) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and and, as applicable, all unfunded participations in L/C Obligations and Swing Line Swingline Loans are held by the Revolving Credit Lenders pro-pro rata in accordance with the Commitments hereunder their respective Revolving Credit Commitment Percentages (determined without giving effect to Section 2.17(a)(iv§4.15(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 2.17(a)(ii§4.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 9.2(c) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line the Issuing Lender hereunder; third, to Cash Collateralize in an amount not less than the L/C IssuerMinimum Collateral Amount of the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.15; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize in an amount not less than the L/C IssuerMinimum Collateral Amount of 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 2.162.15; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Lenders or the Swing Line Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer Lender or the Swing Line Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Letter of Credit Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Letter of Credit Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Letter of Credit Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Letter of Credit Obligations and Swing Line Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder under the applicable Facility without giving effect to Section 2.17(a)(iv)2.14(a)(iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.14(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII Section 8 hereof or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 12.7 hereof shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the L/C Issuer or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.161.17 hereof; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations 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 future Letters of Credit issued under this Agreement, in accordance with Section 2.161.3 hereof; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuer or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 6.2 hereof were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder their Revolver Percentages without giving effect to Section 2.17(a)(iv)1.16(a)(iv) hereof. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii1.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts amount received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII IX or otherwise) ), or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 shall 11.08, shall, in each case, be applied at such time or times as may be determined by the Administrative Agent as follows: , first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; , second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the L/C Issuer Issuers or Swing Line Lender Lenders hereunder; , third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; 2.14, fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; , fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (xI) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement Agreement, and (yII) Cash Collateralize the 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; 2.14, sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or the Swing Line Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the any Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, to 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 L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (yB) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 5.02 were satisfied or waived, such payment shall be applied solely to pay the payment of the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv)clause (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 2.17(a)(iiclause (a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 9.2(c) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer each Issuing Lender or the Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuereach Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuereach 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 2.16; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers each Issuing Lender or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer each Issuing Lender or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided provided, that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Letter of Credit Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Letter of Credit Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Letter of Credit Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Letter of Credit Obligations and Swing Line Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder under the applicable Facility without giving effect to Section 2.17(a)(iv)2.15(a)(iv)(B) 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 2.17(a)(ii2.15(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 12.3 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Banks or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16subsection (e) below; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Banks or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans of any Class or amounts owing by such Defaulting Lender under Section 2.4(j) in respect of Letters of Credit (such amounts “L/C Borrowings Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 Article V were satisfied or waived, such payment shall be applied solely to pay the Loans of such Class of, and L/C Obligations Disbursements owed to, all Non-Defaulting Lenders of the applicable Class on a pro rata basis prior to being applied to the payment of any Loans ofof such Class, or L/C Obligations Disbursements owed to, such Defaulting Lender until such time as all Loans and of such Class and, as applicable, funded and unfunded participations in L/C Obligations Letter of Credit Liabilities and Swing Line Swingline Loans are held by the Revolving Lenders pro-pro rata in accordance with the Commitments hereunder their respective Revolving Commitment Percentages (determined without giving effect to Section 2.17(a)(ivthe immediately following subsection (d)) and all Term Loans (if any) are held by the Term Loan Lenders pro rata as if there had been no Defaulting Lenders that are Term Loan Lenders. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 2.19(c) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer Issuing Bank or Swing Line Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s each Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.21(a); fourth, as the Borrowers Borrower Representative may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower Representative, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations Fronting Exposure with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s any Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.162.21(a); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Banks or the Swing Line Lender Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Banks or the Swing Line Lender Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such any Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations 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 L/C Obligations LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Letters of Credit and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv2.21(b)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.21(b)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 2.18(c) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer Issuing Bank or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize cash collateralize the L/C Issuer’s Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with the procedures set forth in Section 2.162.05(i); fourth, as the Borrowers Company may request (so long as no Default or Event of Default exists), to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersCompany, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Loans under this Agreement and (y) Cash Collateralize cash collateralize the L/C Issuer’s 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 the procedures set forth in Section 2.162.05(i); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Banks or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer an Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Revolving Loans or L/C Borrowings LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Revolving Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.03 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C Obligations LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C Obligations LC Disbursements owed to, such Defaulting Lender until such time as all Revolving Loans and funded and unfunded participations in L/C Obligations Letters of Credit and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder without giving effect to subparagraph (a)(iv) of this Section 2.17(a)(iv)2.20. Any payments, prepayments or other amounts paid 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 2.17(a)(ii) 2.20 shall be deemed paid to and redirected by such Defaulting Lender, and each such Defaulting Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 shall be applied at such time or times as may be determined by the Administrative Agent and the Borrower as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists)request, to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to 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 L/C Issuers or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) , and including any amounts made available or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 11.08) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Defaulting Lender that is a Revolving Credit Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the L/C Issuer or Swing Line Lender hereunder; third, in the case of a Defaulting Lender that is a Revolving Credit Lender, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default existshas occurred and is then continuing), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, in the case of a Defaulting Lender that is a Revolving Credit Lender, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations 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 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 L/C Issuers Issuer or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default existshas occurred and is then continuing, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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-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 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 any right of set-off or counterclaim or otherwise shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer Issuing Bank or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.164.05; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.164.05; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Banks or the Swing Line Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Banks or the Swing Line Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations LC Disbursements owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations LC Commitments and Swing Line Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder under the applicable Facility without giving effect to Section 2.17(a)(iv4.06(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 2.17(a)(ii4.06(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by , and including any amounts made available to the Administrative Agent from a by that Defaulting Lender pursuant to Section 10.09 10.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such that Defaulting Lender to any the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such that Defaulting Lender in accordance with Section 2.16; fourth, as the Borrowers Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersCompany, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations 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 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 L/C Issuers Issuer or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Line Lender against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Company as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower the Company against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such that Defaulting Lender has not fully funded its appropriate share, share and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders under the applicable Facility on a pro rata basis (and ratably among all applicable Facilities computed in accordance with the Defaulting Lenders’ respective funding deficiencies) prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such that Defaulting Lender under the applicable Facility 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-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 2.17(a)(ii) shall be deemed paid to and redirected by such that Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 4.05 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunderor Collateral Agent hereunder and under any other Loan Document; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the applicable Issuing Bank(s) or Swing Line Lender Swingline Lender(s) hereunder; third, to Cash Collateralize cash collateralize the L/C Issuer’s Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.15; fourth, as the Borrowers Parent Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersParent Borrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize cash collateralize the L/C Issuer’s Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.162.03(j); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers applicable Issuing Banks or the Swing Line Lender applicable Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the applicable Issuing Banks or the Swing Line Lender applicable Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and and, eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C LC Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans or LC Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations the LC Borrowings owed to, all Nonthe non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations LC Borrowings owed to, such Defaulting Lender 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)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 2.17(a)(iiclause (ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such [***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION Defaulting Lender to any the L/C Issuer or Swing Line Lender hereunderIssuer; third, third to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.14; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default existsexists and is continuing), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to satisfy (x) satisfy such Defaulting Lender’s potential future funding obligations 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 future Letters of Credit issued under this Agreement, in accordance with Section 2.162.14; sixth, to the payment of any amounts owing to the Lenders, Lenders or the L/C Issuers or the Swing Line Lender Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default existsexists or is continuing, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and or unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv)hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.12(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with (after giving effect to Section 2.162.16(a)(iv)); fourth, as the Borrowers Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersLead Borrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations 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 future Letters of Credit issued under this Agreement, in accordance with Agreement (after giving effect to Section 2.162.16(a)(iv)); sixth, to the payment of any amounts owing to the Non-Defaulting Lenders, the L/C Issuers Issuer or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv2.16(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 2.17(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Applicable Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII VII or otherwise) or received by the Applicable Administrative Agent from a Defaulting Lender pursuant to Section 10.09 7.4 shall be applied at such time or times as may be determined by the Applicable Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to such Administrative Agent and to the other Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer Issuing Lender or Swing Line Swingline Lender hereunder; third, on a pro rata basis, to Cash Collateralize the L/C IssuerIssuing Lenders’ and Swingline Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.3(j); fourth, as the Borrowers Applicable Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Applicable Administrative Agent; fifth, if so determined by the Applicable Administrative Agent and the BorrowersApplicable Borrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans Advances under this Agreement and (y) Cash Collateralize the L/C IssuerIssuing Lenders’ and Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued and Swingline Advances made under this Agreement, in accordance with Section 2.162.3(j); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Lenders or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Lenders or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans Advances or L/C Borrowings Letter of Credit Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Letter of Credit Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Letter of Credit Obligations owed to, such Defaulting Lender until such time as all Loans Advances and funded and unfunded participations in L/C Letter of Credit Obligations and Swing Line Loans Swingline Advances are held by the Lenders pro-pro rata in accordance with the Applicable Commitments hereunder under the applicable Facility without giving effect to Section 2.17(a)(iv2.18(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.18(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII Section 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 10.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder(including, for the avoidance of doubt, amounts owing in respect of any Protective Advance) or the Collateral Agent under the Credit Documents; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer Issuing Bank or the Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuereach Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.21(d); fourth, as the Borrowers 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 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 BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuereach 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 2.162.21(d); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers any Issuing Bank or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer Lender or Issuing Bank or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings reimbursement obligations with respect to Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate sharePro Rata Share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 3.2 were satisfied or waived, or such Loans are Protective Advances, such payment shall be applied solely to pay the Loans of, and L/C Obligations reimbursement or participation obligations with respect to Letters of Credit, Swing Line Loans and Protective Advances 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 Obligations reimbursement or participation obligations with respect to Letters of Credit, Swing Line Loans and Protective Advances owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Letters of Credit, Swing Line Loans and Protective Advances are held by the Lenders pro-pro rata in accordance with the 104 1095171012\7\AMERICAS applicable Commitments hereunder without giving effect to Section 2.17(a)(iv2.21(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 2.17(a)(ii2.21(a)(i) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the applicable Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII 7 or otherwise) or received by the applicable Administrative Agent from a Defaulting Lender pursuant to Section 10.09 7.4 shall be applied at such time or times as may be determined by the applicable Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the applicable Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Lender or the Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Issuing Lender’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Borrowers US Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the applicable Administrative Agent; fifth, if so determined by the applicable Administrative Agent and the BorrowersUS Borrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans Advances under this Agreement and (y) Cash Collateralize the L/C Issuer’s Issuing Lender’ 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 L/C Issuers Issuing Lender or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Lender or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the US Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the US Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans Advances or L/C Borrowings participations in respect of Letter of Credit Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C participations in respect of Letter of Credit Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C participations in respect of Letter of Credit Obligations and Swing Line Advances owed to, such Defaulting Lender until such time as all Loans Advances and funded and unfunded participations in L/C Letter of Credit Obligations and Swing Line Loans Advances are held by the Lenders pro-pro rata in accordance with the US Commitments hereunder without giving effect to Section 2.17(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII Section 8 hereof or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 12.7 hereof shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the each L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.161.17 hereof; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the 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 2.161.3 hereof; sixth, to the payment of any amounts owing to the Lenders, the any L/C Issuers Issuer or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 6.2 hereof were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder their Percentages without giving effect to Section 2.17(a)(iv)1.16(a)(iv) hereof. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.other

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 3.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Bank or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the L/C IssuerIssuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16subsection (e) below; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C IssuerIssuing 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 2.16subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Bank or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.3.(j) in respect of Letters of Credit (such amounts “L/C Borrowings Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations 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 Obligations Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Letter of Credit Liabilities and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder their respective Commitment Percentages (determined without giving effect to Section 2.17(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment amount paid by the Borrowers or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts received amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent for in a segregated non-interest bearing account until (subject to Section 8.15) the account termination of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Administrative Agent Agent, to the fullest extent permitted by law, to the making of payments from a Defaulting Lender pursuant time to Section 10.09 shall be applied at such time or times as may be determined by in the Administrative Agent as followsfollowing order of priority: first, first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; secondunder this Agreement, second to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro-rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to 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 Issuing Banks under this Agreement, ratably among them in accordance with Section 2.16; sixthsuch amounts owed, third to the payment of any amounts owing post-default interest and then current interest due and payable to the Banks hereunder other than Defaulting Lenders, ratably among them in accordance with the L/C Issuers or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result amounts of such Defaulting Lender’s breach of its obligations under this Agreement; seventhinterest then due and payable to them, so long as no Default or Event of Default exists, fourth to the payment of any fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed disbursements made with respect to a Letter of Credit then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing to any Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, Agreement to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents heretojurisdiction may otherwise direct.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII ARTICLE IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 11.14 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Lender the TALC Issuing Bank hereunder; third, if such Defaulting Lender is a TALC Participating Bank, to Cash Collateralize the L/C IssuerTALC Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.163.28; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Credit Agreement and (y) if such Defaulting Lender is a TALC Participating Bank, Cash Collateralize the L/C IssuerTALC Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future TA Letters of Credit issued under this Credit Agreement, in accordance with Section 2.163.28; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Lenders or the Swing Line Lender Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer Lender or the Swing Line Lender Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Credit Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided provided, that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Specified Letters of Credit were issued at a time when the relevant conditions set forth in Section 5.01 ARTICLE IV were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, of such Defaulting Lender 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-pro rata in accordance with the Commitments hereunder under the applicable Credit Facility without giving effect to Section 2.17(a)(iv3.27(a)(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 2.17(a)(ii3.27(a)(b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 12.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Defaulting Lender that is a Revolving Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Banks or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuereach Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16subsection (e) below; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, in the case of a Defaulting Lender that is a Revolving Lender, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuereach Issuing Bank’s future Fronting Exposure Exposures with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Banks or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans of a Class or amounts owing by such Defaulting Lender under Section 2.4.(j) in respect of Letters of Credit (such amounts “L/C Borrowings Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of such Class of, and L/C Obligations Disbursements owed to, all Non-Defaulting Lenders of the applicable Class on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations Disbursements owed to, such Defaulting Lender until such time as all Loans and of such Class and, as applicable, funded and unfunded participations in L/C Obligations Letter of Credit Liabilities and Swing Line Swingline Loans are held by the Revolving Lenders pro-pro rata in accordance with the Commitments hereunder their respective Revolving Commitment Percentages (determined without giving effect to Section 2.17(a)(ivthe immediately following subsection (d)) and all Term Loans of each Class are held by the Term Loan Lenders of such Class pro rata as if there had been no Defaulting Lenders of such Class. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII Section 9.6 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 4.10 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the each L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.164.16; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default existshas occurred and is continuing), to the funding of any Loan in respect of which 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 BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (xi) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement Agreement; and (yii) Cash Collateralize the 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 2.164.16; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or the Swing Line Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default existshas occurred and is continuing, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Loans or L/C Borrowings Letter of Credit Outstandings in respect of which such Defaulting Lender has not fully funded its appropriate share, ; and (yB) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 5.2 were satisfied or waivedsatisfied, such payment shall be applied solely to pay the Loans of, and L/C Obligations Letter of Credit Outstandings 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 Obligations Letter of Credit Outstandings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Letter of Credit Outstandings and Swing Line Loans are held by the Lenders pro-pro rata in accordance with the applicable Commitments hereunder without giving effect to Section 2.17(a)(ivclause (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 2.17(a)(ii) clause shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 2.18(c) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer Issuing Bank or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize cash collateralize the L/C Issuer’s Issuing Banks' Fronting Exposure with respect to such Defaulting Lender in accordance with the procedures set forth in Section 2.162.05(i); fourth, as the Borrowers Company may request (so long as no Default or Event of Default exists), to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersCompany, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s 's potential future funding obligations with respect to Revolving Loans under this Agreement and (y) Cash Collateralize cash collateralize the L/C Issuer’s 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 the procedures set forth in Section 2.162.05(i); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Banks or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer an Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Revolving Loans or L/C Borrowings LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Revolving Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.03 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C Obligations LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C Obligations LC Disbursements owed to, such Defaulting Lender until such time as all Revolving Loans and funded and unfunded participations in L/C Obligations Letters of Credit and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder without giving effect to subparagraph (a)(iv) of this Section 2.17(a)(iv)2.20. Any payments, prepayments or other amounts paid 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 2.17(a)(ii) 2.20 shall be deemed paid to and redirected by such Defaulting Lender, and each such Defaulting Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with (after giving effect to Section 2.162.16(a)(iv)); fourth, as the Borrowers Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersLead Borrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations 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 future Letters of Credit issued under this Agreement, in accordance with Agreement (after giving effect to Section 2.162.16(a)(iv)); sixth, to the payment of any amounts owing to the Non-Defaulting Lenders, the L/C Issuers Issuer or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv2.16(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 2.17(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 4.8 or Section 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 such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer Issuing Lender or Swing Line Swingline Lender hereunder; third, third on a pro rata basis to Cash Collateralize the L/C Issuer’s Issuing Lenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.164.13; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a InvestLine Account or deposit account and released pro-pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (yB) Cash Collateralize the L/C Issuer’s 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 2.164.13; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Lenders or the Swing Line Lender Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer Issuing Lenders or the Swing Line Lender Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xX) such payment is a payment of the principal amount of any Loans or L/C Borrowings Letter of Credit Liabilities in respect of which such Defaulting Lender has not fully funded its appropriate share, and (yY) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 5.1 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations of or Letter of Credit Liabilities 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 Obligations Letter of Credit Liabilities owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Letter of Credit Liabilities and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder under the applicable credit facility without giving effect to Section 2.17(a)(iv4.12(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 2.17(a)(ii4.12(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 13.3 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Banks or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuereach Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16subsection (e) below; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuereach 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 2.16subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Banks or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.4(j) in respect of Letters of Credit (such amounts “L/C Borrowings Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 Article VI were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations 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 Obligations Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Letter of Credit Liabilities and Swing Line Swingline Loans are held by the Revolving Lenders pro-pro rata in accordance with the Commitments hereunder their respective Revolving Commitment Percentages (determined without giving effect to Section 2.17(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII XI. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 3.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Bank or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Issuing Bank's Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16subsection (e) below; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s 's potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s 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 2.16subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Bank or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.2.(j) in respect of Letters of Credit (such amounts “L/C Borrowings Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 Article VI. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations 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 Obligations Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Letter of Credit Liabilities and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder their respective Revolving Commitment Percentages (determined without giving effect to Section 2.17(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 2.18(c) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer Issuing Bank or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize cash collateralize the L/C Issuer’s Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with the procedures set forth in Section 2.162.05(j); fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Loans under this Agreement and (y) Cash Collateralize cash collateralize the L/C Issuer’s 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 the procedures set forth in Section 2.162.05(j); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Banks or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer an Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Revolving Loans or L/C Borrowings LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Revolving Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C Obligations LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C Obligations LC Disbursements owed to, such Defaulting Lender until such time as all Revolving Loans and funded and unfunded participations in L/C Obligations Letters of Credit and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv)subparagraph (a)(iv) of this Section. Any payments, prepayments or other amounts paid 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 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each such Defaulting Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII Section 9.6 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 4.10 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the each L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.164.16; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default existshas occurred and is continuing), to the funding of any Loan in respect of which 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 BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (xi) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (yii) Cash Collateralize the 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 2.164.16; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or the Swing Line Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default existshas occurred and is continuing, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Loans or L/C Borrowings Letter of Credit Outstandings in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (yB) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations Letter of Credit Outstandings 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 Obligations Letter of Credit Outstandings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Letter of Credit Outstandings and Swing Line Loans are held by the Lenders pro-pro rata in accordance with the applicable Commitments hereunder without giving effect to Section 2.17(a)(ivclause (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 2.17(a)(ii) clause shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the L/C Issuer or the Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the L/C Issuer, to be held as Cash Collateralize Collateral for the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16Lender; fourth, as the Borrowers Anixter may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersAnixter, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations 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 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 L/C Issuers or Issuer, the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower Anixter as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such any Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and or Swing Line Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv3.08(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 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 2.20(d) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer Issuing Bank or Swing Line Swingline Lender hereunder; third, to Cash Collateralize the L/C IssuerIssuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.22(a)(v); fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C IssuerIssuing 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 2.162.22(a)(v); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Bank or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.03 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations 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 L/C Obligations LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations LC Exposures and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder of the applicable Class without giving effect to Section 2.17(a)(iv2.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C LC Issuer or the Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure of each LC Issuer and/or the Swing Line Lender, as applicable, with respect to such Defaulting Lender in accordance with Section 2.162.20.13; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Unmatured Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined requested by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure of any LC Issuer or the Swing Line Lender, as applicable, with respect to such Defaulting Lender with respect to future Letters of Credit Facility LCs issued under this Agreement, or Swing Line Loans made under this Agreement, in accordance with Section 2.162.20.13; sixth, to the payment of any amounts owing to the Lenders, the L/C LC Issuers or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C LC Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings LC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit Facility LCs were issued at a time when the conditions set forth in Section 5.01 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C LC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C LC Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C LC Obligations and Swing Line Loans are held by the Lenders pro-pro rata in accordance with the Aggregate Commitments hereunder without giving effect to Section 2.17(a)(iv2.24.1(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.24.1(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent or the Collateral Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII 8 or otherwise) or received by the Administrative Agent or the Collateral Agent from a Defaulting Lender pursuant to Section 10.09 10.07(b) 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 such Defaulting Lender to the Administrative Agent and the Collateral Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Issuing Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Issuing Lenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.24; fourth, as the Borrowers Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agentthereof; fifth, if so determined by the Administrative Agent and the BorrowersCompany, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s 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 2.162.24; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Lenders or the Swing Line Lender Issuing Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer Lender or the Swing Line Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Company as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower the Company against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations 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 Obligations Disbursements owed to, such Defaulting Lender 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-pro rata in accordance with the Commitments hereunder Revolving Credit Percentages under the applicable Facility without giving effect to Section 2.17(a)(iv2.25(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 2.17(a)(ii2.25(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII 10 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 12.11. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the L/C Issuer Issuers or Swing Line Lender Lenders hereunder; third, to Cash Collateralize the any L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16Sections 2.04(g) and 3.04(g); fourth, as the Borrowers applicable Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersU.S. Borrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the any 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 2.16Sections 2.04(g) and 3.04(g); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or the Swing Line Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the applicable Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv4.10(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii4.10(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the L/C Issuer or Swing Line Lender CHAR1\1907976v8 hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.15; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations 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 future Letters of Credit issued under this Agreement, in accordance with Section 2.162.15; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuer or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv2.16(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 2.17(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro-rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to 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 L/C Issuers or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were 101 issued at a time when the conditions set forth in Section 5.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.. (iii)

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts amount received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 11.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the L/C Issuer Issuer, Swing Line Lender or Dutch Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.14; fourth, as the Borrowers Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersCompany, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations 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 future Letters of Credit issued under this Agreement, in accordance with Section 2.162.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuer, Swing Line Lender or the Dutch Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer Issuer, the Swing Line Lender or the Dutch Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower the Borrowers against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, 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 L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 5.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Obligations, Swing Line Loans and Dutch Swing Line Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII XI. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 3.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Banks or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuereach Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16subsection (e) below; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuereach 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 2.16subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Banks or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.2.(j) in respect of Letters of Credit (such amounts “L/C Borrowings Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 Article VI. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations 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 Obligations Disbursements owed to, such Defaulting Lender 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 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.Letter of Credit Liabilities and

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 9.2(c) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer each Issuing Lender or the Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuereach Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuereach 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 2.16; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers each Issuing Lender or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer each Issuing Lender or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that that, if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Letter of Credit Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.3 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Letter of Credit Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Letter of Credit Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Letter of Credit Obligations and Swing Line Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder under the applicable Facility without giving effect to Section 2.17(a)(iv)2.15(a)(iv)(B) 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 2.17(a)(ii2.15(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 12.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Bank or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the L/C IssuerIssuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16subsection (e) below; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C IssuerIssuing 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 2.16subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Bank or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.2.(j) in respect of Letters of Credit (such amounts “L/C Borrowings Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations 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 Obligations Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Letter of Credit Liabilities and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder their respective Revolving Commitment Percentages (determined without giving effect to Section 2.17(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 2.17(c) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer Issuing Bank or Swing Line Swingline Lender hereunder; third, to Cash Collateralize cash collateralize the L/C Issuer’s Issuing Banks' Fronting Exposure with respect to such Defaulting Lender in accordance with the procedures set forth in Section 2.162.05(i); fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s 's potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize cash collateralize the L/C Issuer’s 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 the procedures set forth in Section 2.162.05(i); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Banks or the Swing Line Lender Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Bank or the Swing Line Lender Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations 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 L/C Obligations LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Letters of Credit and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv)subparagraph (a)(iv) of this Section. Any payments, prepayments or other amounts paid 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 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each such Defaulting Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Revolver Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Revolver Agent from a Defaulting Lender pursuant to Section 10.09 11.08 shall be applied at such time or times as may be determined by the Administrative Revolver Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Revolver Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.03(g); fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Revolver Agent; fifth, if so determined by the Administrative Revolver Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.162.03(g); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or the Swing Line Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer Issuers or the Swing Line Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Advances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations Advances 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 Obligations Advances owed to, such Defaulting Lender 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-pro rata in accordance with the Commitments hereunder under the applicable Facility without giving effect to Section 2.17(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII Section 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 13.7 hereto shall be applied at such time or 14 748271253 times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.161.13; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations 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 future Letters of Credit issued under this Agreement, in accordance with Section 2.161.13; sixth, to the payment of any amounts owing to the Lenders, Swingline Lender or the L/C Issuers or the Swing Line Lender Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Swingline Lender or the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 7.1 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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-pro rata in accordance with their Revolver Percentages of the Commitments hereunder without giving effect to Section 2.17(a)(iv)1.12(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 2.17(a)(ii1.12(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII IX hereof or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 9.5 hereof shall be applied at such time or times as may be determined by the Administrative Agent as follows: (A) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; (B) second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Lender or Swing Line Lender hereunder; (C) third, to Cash Collateralize the L/C IssuerIssuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.16 hereof; (D) fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; (E) fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x1) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement Agreement, and (y2) Cash Collateralize the L/C IssuerIssuing 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 2.162.14 hereof; (F) sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Lender or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Lender or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; (G) seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and (H) eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that that, if (xy) such payment is a payment of the principal amount of any Loans or L/C Borrowings any Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (yz) such Loans were made or reimbursement of any payment on any Letters of Credit were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.1 hereof were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations the Letter of Credit Exposure 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 Obligations Letter of Credit Exposure owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations the Letter of Credit Exposure and Swing Line Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder Commitment under the applicable facility without giving effect to Section 2.17(a)(iv)11.10(a)(iv) hereof. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii11.10(a)(ii) hereof shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 12.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Banks or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16subsection (e) below; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Banks or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans of any Class or amounts owing by such Defaulting Lender under Section 2.3.(j) in respect of Letters of Credit (such amounts “L/C Borrowings Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of such Class of, and L/C Obligations Disbursements owed to, all Non-Defaulting Lenders of the applicable Class on a pro rata basis prior to being applied to the payment of any Loans ofof such Class, or L/C Obligations Disbursements owed to, such Defaulting Lender until such time as all Loans and of such Class and, as applicable, funded and unfunded participations in L/C Obligations Letter of Credit Liabilities and Swing Line Swingline Loans are held by the Revolving Lenders pro-pro rata in accordance with the Commitments hereunder their respective Revolving Commitment Percentages (determined without giving effect to Section 2.17(a)(ivthe immediately following subsection (d)) and all Term Loans (if any) are held by the Term Loan Lenders pro rata as if there had been no Defaulting Lenders that are Term Loan Lenders. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the L/C Issuer or Issuer, any U.S. Swing Line Lender, and any Euro Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Borrowers Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersCompany, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement 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 L/C Issuers or Issuer, the U.S. Swing Line Lender Lender, and the Euro Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by 72CHAR1\1990274v3 CHAR1\1990274v1 any Lender, any the L/C Issuer Issuer, such U.S. Swing Line Lender, or the such Euro Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Company as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower the Company against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if provided, that, (xA) such payment is a payment of the principal amount of any Loans or L/C Borrowings Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (yB) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 Article IV were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Obligations, in U.S. Swing Line Loans, and in Euro Swing Line Loans are held by the Lenders pro-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 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment amount paid by the Borrowers or otherwise received by the DIP Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts received amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative DIP Agent for in a segregated non-interest bearing account until (subject to Section 8.10) the account termination of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received the Commitments and payment in full of all obligations of the Borrowers hereunder and will be applied by the Administrative Agent DIP Agent, to the fullest extent permitted by law, to the making of payments from a Defaulting Lender pursuant time to Section 10.09 shall be applied at such time or times as may be determined by in the Administrative Agent as followsfollowing order of priority: first, first to the payment of any amounts owing by such Defaulting Lender to the Administrative DIP Agent hereunder; secondunder this Agreement, second to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line DIP Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro-rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to 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, ratably among them in accordance with Section 2.16; sixthsuch amounts owed, third to the payment of any amounts owing post-default interest and then current interest due and payable to the DIP Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the L/C Issuers or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result amounts of such Defaulting Lender’s breach of its obligations under this Agreement; seventhinterest then due and payable to them, so long as no Default or Event of Default exists, fourth to the payment of any fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and sixth after the termination of the commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing to any Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, Agreement to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents heretojurisdiction may otherwise direct.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Joint Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Joint Administrative Agent from a Defaulting Lender pursuant to Section 10.09 11.08 shall be applied at such time or times as may be determined by the Joint Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Joint Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the L/C Issuer or Swing Line Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.14; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Joint Administrative Agent; fifth, if so determined by the Joint Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (yB) 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 2.162.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuer or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided that if (x1) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y2) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied 60 or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv2.15(a)(v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.. 

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII XI. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 13.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Bank or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the L/C IssuerIssuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16subsection (e) below; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C IssuerIssuing 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 2.16subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Bank or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.2.(j) in respect of Letters of Credit (such amounts “L/C Borrowings Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 Article VI. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations 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 Obligations Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Letter of Credit Liabilities and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder their respective Commitment Percentages (determined without giving effect to Section 2.17(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 12.10.2(g) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent or the Canadian Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C each Issuer or each Swing Line Lender hereunder; third, to Cash Collateralize the L/C each Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.11; fourth, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C each 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 2.162.11; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or the Swing Line Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations Letter of Credit Outstandings owed to, all Nonnon-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations Letter of Credit Outstandings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Letter of Credit Outstandings and Swing Line Loans are held by the Lenders pro-pro rata in accordance with the Revolving Loan Commitments hereunder without giving effect to Section 2.17(a)(iv12.18.1(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii12.18.1(b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 2.15 or 10.03 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C LC Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s LC Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.15(a)(iv); fourth, as the Borrowers Parent Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so reasonably determined by the Administrative Agent and the BorrowersParent Borrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s LC Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of 107 Credit issued under this Agreement, in accordance with Section 2.162.15(a)(iv); sixth, to the payment of any amounts owing to the Lenders, the L/C LC Issuers or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the LC Issuers or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Event of Default exists, to the payment of any amounts owing to the Parent Borrower or any Restricted Subsidiaries thereof pursuant to any Hedge Agreement with such Defaulting Lender or any Affiliate thereof as certified to the Administrative Agent (with a copy to such Defaulting Lender) by an Authorized Officer prior to the date of such payment; eighth, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Parent Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Parent Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighthninth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings LC Outstandings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations LC Outstandings 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 Obligations LC Outstandings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations LC Outstandings and Swing Line Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder under the applicable Credit Facility without giving effect to Section 2.17(a)(iv2.15(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 2.17(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts amount received by the Administrative Agent for the account of such that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII IX or otherwise) or received by , and including any amounts made available to the Administrative Agent from a by that Defaulting Lender pursuant to Section 10.09 11.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such that Defaulting Lender to any the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.14; fourth, as the Borrowers Parent Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersParent Borrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect of such Defaulting Lender 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 2.162.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuer or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Line Lender against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that provided, that, if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such that Defaulting Lender has not fully funded its appropriate share, share and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 5.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and 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 L/C Obligations owed to, such that Defaulting Lender 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-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such that Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 12.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Bank or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Issuing Bank's Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16subsection (e) below; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s 's potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s 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 2.16subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Bank or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.3.(j) in respect of Letters of Credit (such amounts “L/C Borrowings Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations 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 Obligations Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Letter of Credit Liabilities and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder their respective Revolving Commitment Percentages (determined without giving effect to Section 2.17(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII Section 8 hereof or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 12.7 hereof shall be applied at such time or times as may be determined by the Administrative Agent as follows: firstfirst , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; secondsecond , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line the Swingline Lender hereunder; thirdthird , to Cash Collateralize the each L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.161.17 hereof; fourthfourth , as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifthfifth , if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the 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 2.161.3 hereof; sixthsixth , to the payment of any amounts owing to the Lenders, the any L/C Issuers Issuer or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventhseventh , so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eightheighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 6.2 hereof were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder their Percentages without giving effect to Section 2.17(a)(iv)1.16(a)(iv) hereof. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii1.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.. (iii)

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with (after giving effect to Section 2.162.16(a)(iv)); fourth, as the Borrowers Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersLead Borrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations 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 future Letters of Credit issued under this Agreement, in accordance with Agreement (after giving effect to Section 2.162.16(a)(iv)); sixth, to the payment of any amounts owing to the Non-Defaulting Lenders, the L/C Issuers Issuer or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C 9656966v8 Obligations and Swing Line Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv2.16(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 2.17(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity Agent shall not be obligated to transfer to a Defaulting Lender any payments or other amounts received made by the Administrative any Borrower to Agent for the Defaulting Lender’s benefit or any Collections or proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments (A) first, to each Swing Lender to the extent of any Swing Loans that were made by such Swing Lender and that were required to be, but were not, repaid by the Defaulting Lender, (B) second, to each Issuing Lender, to the extent of the portion of a Letter of Credit Disbursement that was required to be, but was not, repaid by the Defaulting Lender, (C) third, to each non-Defaulting Lender ratably in accordance with their Revolver Commitments (but, in each case, only to the extent that such Defaulting Lender’s portion of an Advance (or other funding obligation) was funded by such other non-Defaulting Lender), (D) to a suspense account maintained by Agent, the proceeds of which shall be retained by Agent and may be made available to be re-advanced to or for the benefit of Borrowers as if such Defaulting Lender had made its portion of Advances (whether voluntary or mandatoryother funding obligations) hereunder, at maturityand (E) from and after the date on which the Revolver Commitment is cancelled or terminated and all other Obligations have been paid in full, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with tier (L) of Section 2.16; fourth2.4(b)(ii) or tier (L) of Section 2.4(b)(iii), as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro-rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to 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 L/C Issuers or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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)applicable. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.3(g)(i) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Second Amended and Restated Revolving Credit Agreement Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer Issuing Bank or Swing Line Swingline Lender hereunder; third, to Cash Collateralize the L/C IssuerIssuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with the manner described in Section 2.162.09(a); fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C IssuerIssuing 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 the manner described in Section 2.162.09(a); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Bank or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings reimbursement obligations in respect of any LC Disbursement for which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or and waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations reimbursement obligations in respect of 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 L/C Obligations reimbursement obligations in respect of any LC Disbursement that is owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Letters of Credit and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the applicable Commitments hereunder without giving effect to Section 2.17(a)(iv2.19(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 2.17(a)(ii2.19(a)(i) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with (after giving effect to Section 2.162.16(a)(iv)); fourth, as the Borrowers Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersLead Borrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations 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 future Letters of Credit issued under this Agreement, in accordance with Agreement (after giving effect to Section 2.162.16(a)(iv)); sixth, to the payment of any amounts owing to the Non-Defaulting Lenders, the L/C Issuers Issuer or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv)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 2.17(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the applicable L/C Issuer Issuer(s) or Swing Line Lender Swingline Lender(s) hereunder; third, to Cash Collateralize the L/C Issuer’s Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.17; fourth, as the Borrowers 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 such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.162.17; sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuers or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the applicable L/C Issuer Issuers or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under NY\6127033.17 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 any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and and, eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 (or, if such Loans or were made in the initial Credit Extension, Sections 4.01 and 4.02) were satisfied or waived, such payment shall be applied solely to pay the Loans of, and the L/C Obligations 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 L/C Obligations Borrowings owed to, such Defaulting Lender 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)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 2.17(a)(iiclause (ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such a Defaulting Lender that is a Revolving Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII VII or otherwise) or received by , and including any amounts made available to the Administrative Agent from a by that Defaulting Lender pursuant to Section 10.09 9.06), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such that Defaulting Lender to any L/C Issuer or Swing Line Lender applicable Issuing Banks hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable Issuing Bank, to be held as Cash Collateralize Collateral at a rate of 100% of the L/C Issuer’s Fronting Exposure with respect to of such Defaulting Lender in accordance with Section 2.16Lender; fourth, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Revolving Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and or the BorrowersBorrower, to be held in a deposit account and released pro-rata in order to (x) satisfy such obligations of that Defaulting Lender’s potential future funding obligations with respect Lender to fund Revolving Loans under this Agreement and (y) to Cash Collateralize any Issuing Bank’s or the L/C IssuerSwingline 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 2.16Lender; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or the Swing Line Lender Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender Issuing Bank against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Revolving Loans, Swingline Loans or L/C Borrowings LC Obligations in respect of which such that Defaulting Lender has not fully funded its appropriate share, share and (y) such Revolving Loans, Swingline Loans or LC Obligations were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans and Swingline Loans of, and L/C LC Obligations owed to, all Non-Defaulting Lenders that are Revolving Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans and Swingline Loans of, or L/C LC Obligations owed to, such that Defaulting Lender 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)Lender. Any payments, prepayments or other amounts paid or payable to a Revolving Lender that is Defaulting Lender that are applied (or held) to pay amounts owed by a such Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.21(c) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.. 108

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a Lululemon Credit Agreement AMERICAS/2022747386.20 pro rata basis of any amounts owing by such Defaulting Lender to any an L/C Issuer or the Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.17; fourth, as the Borrowers Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersCompany, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.162.17; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any an L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Company as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower the Company against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv2.18(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.18(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the applicable Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII ARTICLE 7 or otherwise) or received by the applicable Administrative Agent from a Defaulting Lender pursuant to Section 10.09 7.4 shall be applied at such time or times as may be determined by the applicable Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the applicable Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Lender or the Swing Line Lender hereunder; third, to Cash Collateralize the L/C IssuerIssuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Borrowers US Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the applicable Administrative Agent; fifth, if so determined by the applicable Administrative Agent and the BorrowersUS Borrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans Advances under this Agreement and (y) Cash Collateralize the L/C IssuerIssuing 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 2.16; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Lender or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Lender or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any 79 amounts owing to any the US Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the US Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans Advances or L/C Borrowings participations in respect of Letter of Credit Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C participations in respect of Letter of Credit Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C participations in respect of Letter of Credit Obligations and Swing Line Advances owed to, such Defaulting Lender until such time as all Loans Advances and funded and unfunded participations in L/C Letter of Credit Obligations and Swing Line Loans Advances are held by the Lenders pro-pro rata in accordance with the US Commitments hereunder without giving effect to Section 2.17(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 2.17(c) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer Issuing Bank or Swing Line Swingline Lender hereunder; third, to Cash Collateralize cash collateralize the L/C Issuer’s Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with the procedures set forth in Section 2.162.05(i); fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize cash collateralize the L/C Issuer’s 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 the procedures set forth in Section 2.162.05(i); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Banks or the Swing Line Lender Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Bank or the Swing Line Lender Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations 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 L/C Obligations LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Letters of Credit and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv)subparagraph (a)(iv) of this Section. Any payments, prepayments or other amounts paid 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 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each such Defaulting Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 3.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Bank or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the L/C IssuerIssuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16subsection (e) below; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C IssuerIssuing 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 2.16subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Banks or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Reimbursement Obligations, in respect of which such Defaulting Lender has not fully funded its appropriate shareshare and/or it participation under Section 2.3.(j) in respect of Letters of Credit, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations Letter of Credit Liabilities and funded participations in Swingline Loans owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations Letter of Credit Liabilities and funded participations in Swingline Loans owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Letter of Credit Liabilities and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder their respective Pro Rata Shares (determined without giving effect to Section 2.17(a)(ivsubsection (d) of this Section). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents heretothereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 2.17 or 11.3 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C LC Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s LC Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.17(a)(iv); fourth, as the Borrowers Parent Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so reasonably determined by the Administrative Agent and the BorrowersParent Borrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s LC Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.162.17(a)(iv); sixth, to the payment of any amounts owing to the Lenders, the L/C LC Issuers or the Swing Line Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the LC Issuers or the Swing Line Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Event of Default exists, to the payment of any amounts owing to the Parent Borrower or any Restricted Subsidiaries thereof pursuant to any Hedge Agreement with such Defaulting Lender or any Affiliate thereof as certified to the Administrative Agent (with a copy to such Defaulting Lender) by an Authorized Officer prior to the date of such payment; eighth, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Parent Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Parent Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighthninth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings LC Outstandings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations LC Outstandings 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 Obligations LC Outstandings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations LC Outstandings and Swing Line Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder under the applicable facility without giving effect to Section 2.17(a)(iv2.17(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 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts amount received by the Administrative Agent for the account of such that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII IX or otherwise) or received by , and including any amounts made available to the Administrative Agent from a by that Defaulting Lender pursuant to Section 10.09 11.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such that Defaulting Lender to any the L/C Issuer Issuers or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.15; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a non-interest bearing deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations 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 future Letters of Credit issued under this Agreement, in accordance with Section 2.162.15; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or the Swing Line Lender as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, final and non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that provided, that, if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such that Defaulting Lender has not fully funded its appropriate share, share and (y) such Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations Borrowings owed to, such that Defaulting Lender 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-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv2.16(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 2.17(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such that Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 11.08, shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the applicable L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the such L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.15; fourth, as the Borrowers Company or the Foreign Borrower, as applicable, may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersCompany or the Foreign Borrower, as applicable, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the applicable 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 2.162.15; sixth, to the payment of any amounts owing to the Lenders, the applicable L/C Issuers Issuer or the Swing Line Lender as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by any Lender, any such L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Company or the Foreign Borrower, as applicable, as a result of any final, final and non-appealable judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien 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 L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv2.16(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 2.17(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) , and including any amounts made available or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 11.08) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Defaulting Lender that is a Revolving Credit Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Lender hereunder; third, in the case of a Defaulting Lender that is a Revolving Credit Lender, to Cash Collateralize the L/C Issuer’s Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, in the case of a Defaulting Lender that is a Revolving Credit Lender, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) in the case of a Revolving Credit Lender, Cash Collateralize the L/C Issuer’s Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts owing to the Lenders, the Lenders or any L/C Issuers or the Swing Line Lender Issuer as a 81 result of any judgment of a court of competent jurisdiction obtained by any Lender, any Lender or such L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans or L/C Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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-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 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII XI. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 13.4. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Bank or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the L/C IssuerIssuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16subsection (e) below; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C IssuerIssuing 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 2.16subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Bank or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.3.(j) in respect of Letters of Credit (such amounts “L/C Borrowings Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 Article VI. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations 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 Obligations Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Letter of Credit Liabilities and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder their respective Commitment Percentages (determined without giving effect to Section 2.17(a)(ivthe 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 2.17(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 12.3 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Banks or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16subsection (e) below; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or the Swing Line Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, or any L/C Issuer Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans of any Class or amounts owing by such Defaulting Lender under Section 2.4(j) in respect of Letters of Credit (such amounts “L/C Borrowings Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 Article V were satisfied or waived, such payment shall be applied solely to pay the Loans of such Class of, and L/C Obligations Disbursements owed to, all Non-Defaulting Lenders of the applicable Class on a pro rata basis prior to being applied to the payment of any Loans ofof such Class, or L/C Obligations Disbursements owed to, such Defaulting Lender until such time as all Loans and of such Class and, as applicable, funded and unfunded participations in L/C Obligations Letter of Credit Liabilities and Swing Line Swingline Loans are held by the Revolving Lenders pro-pro rata in accordance with the Commitments hereunder their respective Revolving Commitment Percentages (determined without giving effect to Section 2.17(a)(ivthe immediately following subsection (d)) and all Term Loans (if any) are held by the Term Loan Lenders pro rata as if there had been no Defaulting Lenders that are Term Loan Lenders. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 10.08 shall be applied at such time or times as may be reasonably determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the each L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.17; fourth, as the Borrowers applicable Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersCompany, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans to such Borrower under this Agreement and (y) Cash Collateralize the 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 2.162.17; sixth, to the payment of any amounts owing to the Lenders, the other Lenders and each L/C Issuers or the Swing Line Lender Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Lender or any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued or Bankers’ Acceptances created at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv2.18(a)(iv). Notwithstanding the foregoing, no amounts received from the Company shall be applied to Excluded Swap Obligations of the Company. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.18(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the PR Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII following an Event of Default or otherwise) or received by the PR Administrative Agent from a Defaulting Lender pursuant to Section 10.09 9.06 shall be applied at such time or times as may be determined by the PR Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the PR Administrative Agent hereunder; , second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer Issuing Bank or Swing Line the Swingline Lender hereunder; , third, to Cash Collateralize the L/C Issuer’s Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; 2.05(j), fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the PR Administrative Agent; , fifth, if so determined by the PR Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; 2.05(j), sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Banks or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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 2.17(a)(ii) 2.24 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII VI or otherwise) or received by , and including any amounts made available to the Administrative Agent from a by such Defaulting Lender pursuant to Section 10.09 9.04(a)), shall be deemed paid to and redirected by such Defaulting Lender to be applied at such time or times as may be determined by the Administrative Agent as follows: (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; (ii) second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C the Letter of Credit Issuer or Swing Line Lender hereunder; (iii) third, to Cash Collateralize the L/C Letter of Credit Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.1611.09; (iv) fourth, as unless the Borrowers may request Borrower requests otherwise (and so long as no Default or Event of Default exists), to the funding of any Loan Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative AgentAgent and the Borrower; (v) fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans Advances under this Agreement and (y) Cash Collateralize the L/C Letter of Credit Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, Agreement in accordance with Section 2.1611.09; (vi) sixth, to the payment of any amounts owing to the Borrower, the Non-Defaulting Lenders, the L/C Issuers or Letter of Credit Issuer, the Swing Line Lender as a result of or any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender other party hereunder against such Defaulting Lender as for losses, penalties, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of counsel for the Borrower) arising from such Lender having become a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth(vii) seventh, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans Advances or L/C Borrowings Reimbursement Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Reimbursement Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Reimbursement Obligations owed to, such Defaulting Lender until such time as all Loans Advances and funded and unfunded participations in L/C Letter of Credit Obligations and Swing Line Loans Advances are held by the Lenders pro-pro rata in accordance with the Revolver Commitments hereunder without giving effect to Section 2.17(a)(iv)any reallocation pursuant to paragraph (d) 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 2.17(a)(iiparagraph (b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Administrative Agent for the account of such that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by , and including any amounts made available to the Administrative Agent from a by that Defaulting Lender pursuant to Section 10.09 11.9), 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 such that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such that Defaulting Lender to any the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.15; fourth, as the Borrowers DeVry may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersDeVry, to be held in a non-interest bearing deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations 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 future Letters of Credit issued under this Agreement, in accordance with Section 2.162.15; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuer or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Line Lender against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower the Borrowers as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such a Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such that Defaulting Lender has not fully funded its appropriate share, share and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender 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-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv2.16(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 2.17(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such that Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Revolver Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII Section 12 or otherwise) or received by the Revolver Administrative Agent from a Defaulting Lender pursuant to Section 10.09 14.8 shall be applied at such time or times as may be determined by the Revolver Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Revolver Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Lender hereunderthe Letter of Credit Issuers; third, to Cash Collateralize the L/C applicable Letter of Credit Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.163.8; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Revolver Administrative Agent; fifth, if so determined by the Revolver Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s Letter of Credit 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 2.163.8; sixth, to the payment of any amounts owing to the LendersBorrower, the L/C Issuers Lenders or the Swing Line Lender Letter of Credit Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lenderthe Borrower, any L/C Lender or any Letter of Credit Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighthseventh, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 7 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender 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-pro rata in accordance with the applicable Commitments hereunder without giving effect to Section 2.17(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII XI. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 13.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer Issuing Bank or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuereach Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16subsection (e) below; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuereach 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 2.16subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Banks or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.4.(j) in respect of Letters of Credit (such amounts “L/C Borrowings Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 Article VI. were satisfied or waived, such payment shall be applied solely to pay the Loans of, LEGAL 4867-4266-3982v.3 and L/C Obligations 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 Obligations Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Letter of Credit Liabilities and Swing Line Swingline Loans are held by the Revolving Lenders pro-pro rata in accordance with the Commitments hereunder their respective Revolving Commitment Percentages (determined without giving effect to Section 2.17(a)(ivthe immediately following subsection (d)) and all Term Loans are held by the Term Loan Lenders pro rata as if there had been no Term Loan Lenders that are Defaulting Lenders. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents heretothereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII IX. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 11.4. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Bank or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the L/C IssuerIssuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16subsection (e) below; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C IssuerIssuing 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 2.16subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Bank or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Revolving Loans or amounts owing by such Defaulting Lender under Section 2.3.(j) in respect of Letters of Credit (such amounts “L/C Borrowings Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations 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 Obligations Disbursements owed to, such Defaulting Lender until such time as all Revolving Loans and funded and unfunded participations in L/C Obligations Letter of Credit Liabilities and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder their respective Commitment Percentages (determined without giving effect to Section 2.17(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments fees or other amounts received by the Joint Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Joint Administrative Agent from a Defaulting Lender pursuant to Section 10.09 11.08 shall be applied at such time or times as may be determined by the Joint Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Joint Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any the L/C Issuer or Swing Line Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.162.14; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Joint Administrative Agent; fifth, if so determined by the Joint Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (yB) 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 2.162.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuer or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any the L/C Issuer or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided that if (x1) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y2) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and 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 L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv2.15(a)(v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 3.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Bank or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the L/C IssuerIssuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16subsection (e) below; fourth, as the Borrowers Borrower Representative may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower Representative, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C IssuerIssuing 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 2.16subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Bank or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer the Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.3.(j) in respect of Letters of Credit (such amounts “L/C Borrowings Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations 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 Obligations Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations Letter of Credit Liabilities and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder their respective Commitment Percentages (determined without giving effect to Section 2.17(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

Defaulting Lender Waterfall. Any payment of principal, interest, fees, indemnity payments Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 12.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer the Issuing Banks or Swing Line the Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Issuing Banks’ Fronting Exposure Exposures with respect to such Defaulting Lender in accordance with Section 2.16subsection (e) below; fourth, as the Borrowers Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowersBorrower, to be held in a deposit account and released pro-pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s Issuing Banks’ future Fronting Exposure Exposures with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers Issuing Banks or the Swing Line Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer Issuing Bank or the Swing Line Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any the Borrower as a result of any final, non-appealable judgment of a court of competent jurisdiction obtained by such the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans (other than Bid Rate Loans) or amounts owing by such Defaulting Lender under Section 2.3.(j) in respect of Letters of Credit (such amounts “L/C Borrowings Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans (other than Bid Rate Loans) were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.01 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans (other than Bid Rate Loans) of, and L/C Obligations Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans (other than Bid Rate Loans) of, or L/C Obligations Disbursements owed to, such Defaulting Lender until such time as all Loans (other than Bid Rate Loans) and funded and unfunded participations in L/C Obligations Letter of Credit Liabilities and Swing Line Swingline Loans are held by the Lenders pro-pro rata in accordance with the Commitments hereunder their respective Commitment Percentages (determined without giving effect to Section 2.17(a)(ivsubsection (d) of this Section). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents heretothereto.