Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 2.17(d) shall not be paid or distributed to such Defaulting Lender, but shall 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 Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lender hereunder; third, to cash collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with the procedures set forth in [Section 2.05(k)]; fourth, as the Borrower may request (so long as no 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 Borrower, to be held in a deposit account and released pro rata in order to # satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and # cash collateralize the Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with the procedures set forth in [Section 2.05(k)]; sixth, to the payment of any amounts owing to the [[Consenting Lenders:Organization]], the Issuing Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or 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 exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if # such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and # such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting [[Consenting Lenders:Organization]] of the applicable Class on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swingline Loans of the applicable Class are held by the [[Consenting Lenders:Organization]] pro rata in accordance with the Dollar Commitments or Multicurrency Commitments, as applicable, without
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII[Article VIII] or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 2.17(d)[Section 11.08] shall not be paid or distributed to such Defaulting Lender, but shall 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 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 the Issuing BankL/C Issuer or the SwinglineSwing Line Lender hereunder; third, if such Defaulting Lender is a Lender, to cash collateralizeCash Collateralize the Issuing Bank’L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with the procedures set forth in [Section 2.05(k)]15]; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower,, to be held in a deposit account and released pro rata in order to # satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and # cash collateralizeif such Defaulting Lender is a Lender, Cash Collateralize the Issuing Bank’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 the procedures set forth in [Section 2.05(k)]15]; sixth, in the case of a Defaulting Lender, to the payment of any amounts owing to the [[Consenting Lenders:Organization]],other Lenders and the Issuing BankL/C Issuer or the Swingline LenderSwing Line Lender, in each case, as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing BankL/C Issuer or Swinglinethe 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 theany Borrower as a result of any judgment of a court of competent jurisdiction obtained by thesuch 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 # such payment is a payment of the principal amount of any Loans or LC DisbursementsL/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and # such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section[Section 4.0202] were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting [[Consenting Lenders:Organization]] of the applicable Class on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swingline Loans of the applicable Class are held by the [[Consenting Lenders:Organization]] pro rata in accordance with the Dollar Commitments or Multicurrency Commitments, as applicable, without L/C
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIISection 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 2.17(d)[Section 13.07] hereto shall not be paid or distributed to such Defaulting Lender, but shall 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 Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bankany L/C Issuer or the SwinglineSwing Line Lender hereunder; third, to cash collateralizeCash Collateralize the Issuing Bank’L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with the procedures set forth in [Section 2.05(k)]15]; fourth, as the Borrower may request (so long as no 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 Borrower, to be held in a deposit account and released pro rata in order to # satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and # cash collateralizeCash Collateralize the Issuing Bank’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 the procedures set forth in [Section 2.05(k)]15]; sixth, to the payment of any amounts owing to the [[Consenting Lenders:Organization]],Lenders, the Issuing BankL/C Issuer or the SwinglineSwing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing BankL/C Issuer or Swinglinethe 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 exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if # such payment is a payment of the principal amount of any Loans or LC DisbursementsL/C Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and # such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02[Section 7.01] were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC DisbursementsL/C Obligations owed to, all Non-Defaulting [[Consenting Lenders:Organization]] of the applicable ClassLenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC DisbursementsL/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of CreditL/C Obligations and SwinglineSwing Loans of the applicable Class are held by the [[Consenting Lenders:Organization]]Lenders pro rata in accordance with the Dollar Commitmentstheir Percentages without giving effect to [Section 2.14(a)(iv)] below. Any payments, prepayments or Multicurrency Commitments, as applicable, without other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this [Section 2.14(a)(ii)] shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIIVIII or otherwise)otherwise, and including any amounts made available or received by the Administrative Agent from a Defaulting Lender pursuant to Section 2.17(d)[Section 11.08]) shall not be paid or distributed to such Defaulting Lender, but shall 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 Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenderany L/C Issuer hereunder; third, to cash collateralizeCash Collateralize the Issuing Bank’sL/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with the procedures set forth in [Section 2.05(k)]16]; fourth, as the Borrower may request (so long as no 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 Borrower, to be held in a deposit account and released pro rata in order to # satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Credit Loans under this Agreement and # cash collateralizeCash Collateralize the Issuing Bank’sL/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with the procedures set forth in [Section 2.05(k)]16]; sixth, to the payment of any amounts owing to the [[Consenting Lenders:Loan Parties:Organization]], the Issuing Bank or the Swingline Lenderany L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing BankLender or Swingline Lendersuch L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if # such payment is a payment of the principal amount of any Loans or LC DisbursementsL/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and # 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 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC DisbursementsL/C Obligations owed to, all Non-Defaulting [[Consenting Lenders:Loan Parties:Organization]] of the applicable Class on a pro rata basis prior to being applied to the payment of any Loans of, or LC DisbursementsL/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swingline Loans of the applicable ClassL/C Obligations are held by the [[Consenting Lenders:Loan Parties:Organization]] pro rata in accordance with the Dollar Commitments hereunder without giving effect to [Section 2.17(a)(iv)]. Any payments, prepayments or Multicurrency Commitments, as applicable, without other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIIIX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 2.17(d)[Section 11.08] shall not be paid or distributed to such Defaulting Lender, but shall 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 Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lender hereunder; third, to cash collateralizeCash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with the procedures set forth in [Section 2.05(k)17(i)]; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to # satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and # cash collateralizeCash Collateralize the Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with the procedures set forth in [Section 2.05(k)17(i)]; sixth, to the payment of any amounts owing to the [[Consenting Lenders:Organization B:Organization]], or the Issuing Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender,Lender or the Issuing Bank or Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided thatprovided, if # such payment is a payment of the principal amount of any Loans or LC DisbursementsLetters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and # such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC DisbursementsLetter of Credit Obligations owed to, all Non-Defaulting [[Consenting Lenders:Organization B:Organization]] of the applicable Class on a pro rata basis prior to being applied to the payment of any Loans of, or LC DisbursementsLetter of Credit Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swingline Loans of the applicable Class are held by the [[Consenting Lenders:Organization]] pro rata in accordance with the Dollar Commitments or Multicurrency Commitments, as applicable, without
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIIVIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 2.17(d)10.08 shall not be paid or distributed to such Defaulting Lender, but shall 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 Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bankany L/C Issuer or the SwinglineSwing Line Lender hereunder; third, to cash collateralize the Issuing Bank’Cash Collateralize each L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with the procedures set forth in [SectionSection 2.05(k)];18; fourth, as the applicable Borrower may requestelect (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 Borrower,Company, to be held in a deposit account and released pro rata in order to # satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and # cash collateralizeCash Collateralize the Issuing Bank’sL/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with the procedures set forth in [SectionSection 2.05(k)];18; sixth, to the payment of any amounts owing to the [[Consenting Lenders:Organization]], the Issuing BankL/C Issuers or the SwinglineSwing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Issuing Bank or SwinglineSwing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the BorrowerBorrowers as a result of any judgment of a court of competent jurisdiction obtained by the BorrowerBorrowers 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 # such payment is a payment of the principal amount of any Loans or LC DisbursementsL/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and # such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting [[Consenting Lenders:Organization]] of the applicable Class on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swingline Loans of the applicable Class are held by the [[Consenting Lenders:Organization]] pro rata in accordance with the Dollar Commitments or Multicurrency Commitments, as applicable, without
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIIVIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 2.17(d)11.08 shall not be paid or distributed to such Defaulting Lender, but shall 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 Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing BankL/C Issuer or the Swingline Lender hereunder; third, to cash collateralizeCash Collateralize the Issuing Bank’L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with the procedures set forth in [SectionSection 2.05(k)];14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to # satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and # cash collateralizeCash Collateralize the Issuing Bank’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 the procedures set forth in [SectionSection 2.05(k)];14; sixth, to the payment of any amounts owing to the [[Consenting Lenders:Organization]],Lenders, the Issuing BankL/C Issuer or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing BankL/C Issuer or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided that if # such payment is a payment of the principal amount of any Loans or LC DisbursementsL/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and # such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC DisbursementsL/C Obligations owed to, all Non-Defaulting [[Consenting Lenders:Organization]] of the applicable ClassLenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC DisbursementsL/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of CreditL/C Obligations and Swingline Loans of the applicable Class are held by the [[Consenting Lenders:Organization]]Lenders pro rata in accordance with the Dollar Commitments hereunder without giving effect to Section 2.15(a)(v). Any payments, prepayments or Multicurrency Commitments, as applicable, without other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIIX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 2.17(d)12.4 shall not be paid or distributed to such Defaulting Lender, but shall 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 Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing BankLenders or the Swingline Lender hereunder; third, to cash collateralizeCash Collateralize the Fronting Exposure of the Issuing Bank’s Fronting ExposureLenders and the Swingline Lender with respect to such Defaulting Lender in accordance with the procedures set forth in [Section 2.05(k)]5.14]; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to # satisfy such Defaulting Lender’Lender's potential future funding obligations with respect to Loans and funded participations under this Agreement and # cash collateralizeCash Collateralize the Issuing Bank’sLenders' 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 2.05(k)]5.14]; sixth, to the payment of any amounts owing to the [[Consenting Lenders:Organization]],Lenders, the Issuing BankLenders or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, theany Issuing BankLender or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’Lender's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’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 # such payment is a payment of the principal amount of any Loans or LC Disbursementsfunded participations in Letters of Credit or Swingline Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and # such Loans were made or the related Letters of Credit or Swingline Loans were issued at a time when the conditions set forth in Section 4.02[Section 6.2] were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursementsfunded participations in Letters of Credit or Swingline Loans owed to, all Non-Defaulting [[Consenting Lenders:Organization]] of the applicable ClassLenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursementsfunded participations in Letters of Credit or Swingline Loans owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of CreditL/C Obligations and Swingline Loans of the applicable Class are held by the [[Consenting Lenders:Organization]]Lenders pro rata in accordance with the DollarRevolving Credit Commitments under the applicable Revolving Credit Facility without giving effect to [Section 5.15(a)(iv)]. Any payments, prepayments or Multicurrency Commitments, as applicable, without other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this [Section 5.15(a)(ii)] shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIIVIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 2.17(d)[Section 10.08] shall not be paid or distributed to such Defaulting Lender, but shall 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 Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenderany L/C Issuer hereunder; third, to cash collateralizeCash Collateralize the Issuing Bank’sL/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with the procedures set forth in [Section 2.05(k)]17]; fourth, as the Principal Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Principal Borrower, to be held in a deposit account and released pro rata in order to # satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and # cash collateralizeCash Collateralize the Issuing Bank’sL/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with the procedures set forth in [Section 2.05(k)]17]; sixth, to the payment of any amounts owing to the [[Consenting Lenders:Organization]], the Issuing BankLenders or the Swingline LenderL/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or Swingline Lenderany L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to theany Borrower as a result of any judgment of a court of competent jurisdiction obtained by thesuch 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 # such payment is a payment of the principal amount of any Loans or LC DisbursementsL/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and # such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC DisbursementsL/C Obligations owed to, all Non-Defaulting [[Consenting Lenders:Organization]] of the applicable ClassLenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC DisbursementsL/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swingline Loans of the applicable ClassL/C Obligations are held by the [[Consenting Lenders:Organization]]Lenders pro rata in accordance with the Dollar Commitments hereunder without giving effect to [Section 2.16(a)(iv)]. Any payments, prepayments or Multicurrency Commitments, as applicable, without other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this [Section 2.16(a)(ii)] shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIIVIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 2.17(d)[Section 10.08] shall not be paid or distributed to such Defaulting Lender, but shall 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 Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lenderapplicable L/C Issuers hereunder; third, to cash collateralizeCash Collateralize the Issuing Bank’sL/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with the procedures set forth in [SectionSection 2.05(k)];15; fourth, as the Borrower[[Consolidated Parties:Organization]] 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 Borrower,[[Consolidated Parties:Organization]], to be held in a deposit account and released pro rata in order to # satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and # cash collateralizeCash Collateralize the Issuing Bank’sL/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with the procedures set forth in [SectionSection 2.05(k)];15; sixth, to the payment of any amounts owing to the [[Consenting Lenders:Organization]], the Issuing BankLenders or the Swingline LenderL/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing BankLender or Swingline Lenderany L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower[[Consolidated Parties:Organization]] as a result of any judgment of a court of competent jurisdiction obtained by the Borrower[[Consolidated Parties:Organization]] 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 # such payment is a payment of the principal amount of any Loans or LC DisbursementsL/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and # such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC DisbursementsL/C Obligations owed to, all Non-Defaulting [[Consenting Lenders:Organization]] of the applicable ClassLenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swingline Loans of the applicable Class are held by the [[Consenting Lenders:Organization]] pro rata in accordance with the Dollar Commitments or Multicurrency Commitments, as applicable, without
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