Common use of Defaulting Syndication Party Waterfall Clause in Contracts

Defaulting Syndication Party Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Syndication Party (whether voluntary or mandatory, at maturity, pursuant to Article 14 or otherwise) or received by the Administrative Agent from a Defaulting Syndication Party pursuant to Section 15.36 shall be applied 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 Syndication Party to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Syndication Party to the Letter of Credit Bank or Overnight Lender hereunder; third, to cash collateralize the Letter of Credit Bank’s Fronting Exposure with respect to such Defaulting Syndication Party in accordance with Subsection 15.30.3; fourth, as 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 Syndication Party 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 Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Syndication Party’s potential future funding obligations with respect to Loans under this Credit Agreement and (y) cash collateralize the Letter of Credit Bank’s future Fronting Exposure with respect to such Defaulting Syndication Party with respect to future Letters of Credit issued under this Credit Agreement, in accordance with Section 4.4; sixth, to the payment of any amounts owing to the Syndication Parties, the Letter of Credit Bank or Overnight Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Syndication Party, the Letter of Credit Bank or Overnight Lender against such Defaulting Syndication Party as a result of such Defaulting Syndication Party’s breach of its obligations under this Credit Agreement; seventh, so long as no Potential Default or Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Syndication Party as a result of such Defaulting Syndication Party’s breach of its obligations under this Credit Agreement; and eighth, to such Defaulting Syndication Party 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 Letters of Credit in respect of which such Defaulting Syndication Party 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 10.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letters of Credit owed to, all Non-Defaulting Syndication Parties on a pro rata basis prior to being applied to the payment of any Loans of, or Letters of Credit owed to, such Defaulting Syndication Party until such time as all Loans and funded and unfunded participations in Letters of Credit and Overnight Advances are held by the Syndication Parties pro rata in accordance with their respective Applicable Percentage without giving effect to Subsection 15.30.1(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Syndication Party that are applied (or held) to pay amounts owed by a Defaulting Syndication Party or to post cash collateral pursuant to this Subsection 15.30.1(b) shall be deemed paid to and redirected by such Defaulting Syndication Party, and each Syndication Party irrevocably consents hereto.

Defaulting Syndication Party Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Syndication Party (whether voluntary or mandatoryvoluntary, at maturity, pursuant to Article 14 12 or otherwise) or received by the Administrative Agent from a Defaulting Syndication Party pursuant to Section 15.36 13.36 shall be applied 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 Syndication Party to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Syndication Party to the Letter of Credit Bank or Overnight Lender hereunder; third, to cash collateralize the Letter of Credit Bank’s Fronting Exposure with respect to such Defaulting Syndication Party in accordance with Subsection 15.30.3; fourth, as 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 Syndication Party has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifththird, if so determined by the Administrative Agent and Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Syndication Party’s potential future funding obligations with respect to Loans under this Credit Agreement and (y) cash collateralize the Letter of Credit Bank’s future Fronting Exposure with respect to such Defaulting Syndication Party with respect to future Letters of Credit issued under this Credit Agreement, in accordance with Section 4.4; sixth, to the payment of any amounts owing to the Syndication Parties, the Letter of Credit Bank or Overnight Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Syndication Party, the Letter of Credit Bank or Overnight Lender against such Defaulting Syndication Party as a result of such Defaulting Syndication Party’s breach of its obligations under this Credit Agreement; seventhfourth, so long as no Potential Default or Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Syndication Party as a result of such Defaulting Syndication Party’s breach of its obligations under this Credit Agreement; and eighthfifth, to such Defaulting Syndication Party 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 Letters of Credit in respect of which such Defaulting Syndication Party 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 10.2 8.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letters of Credit owed to, all Non-Defaulting Syndication Parties on a pro rata basis prior to being applied to the payment of any Loans of, or Letters of Credit owed to, such Defaulting Syndication Party until such time as all Loans and funded and unfunded participations (as in Letters effect at the time of Credit and Overnight Advances the funding of such Loans) are held by the Syndication Parties pro rata in accordance with their respective Applicable Percentage without giving effect to Subsection 15.30.1(d)Percentage. Any payments, prepayments or other amounts paid or payable to a Defaulting Syndication Party that are applied (or held) to pay amounts owed by a Defaulting Syndication Party or to post cash collateral pursuant to this Subsection 15.30.1(b13.30.1(b) shall be deemed paid to and redirected by such Defaulting Syndication Party, and each Syndication Party irrevocably consents hereto.

Defaulting Syndication Party Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Syndication Party (whether voluntary or mandatory, at maturity, pursuant to Article 14 or otherwise) or received by the Administrative Agent from a Defaulting Syndication Party pursuant to Section 15.36 shall be applied 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 Syndication Party to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Syndication Party to the Letter of Credit Bank or Overnight Lender hereunder; third, to cash collateralize the Letter of Credit Bank’s Fronting Exposure with respect to such Defaulting Syndication Party in accordance with Subsection 15.30.3; fourth, as Borrower may request (so long as no Potential Default or Acceleration Event of Default exists), to the funding of any Loan Advance in respect of which such Defaulting Syndication Party has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifththird, if so determined by the Administrative Agent and Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Syndication Party’s potential future funding obligations with respect to Loans Advances under this Credit Agreement and (y) cash collateralize the Letter of Credit Bank’s future Fronting Exposure with respect to such Defaulting Syndication Party with respect to future Letters of Credit issued under this Credit Agreement, in accordance with Section 4.4and; sixthfourth, to the payment of any amounts owing to the Syndication Parties, the Letter of Credit Bank or Overnight Lenders Parties as a result of any judgment of a court of competent jurisdiction obtained by any Syndication Party, the Letter of Credit Bank or Overnight Lender Party against such Defaulting Syndication Party as a result of such Defaulting Syndication Party’s breach of its obligations under this Credit Agreement; seventhsixth, so long as no Potential Default or Acceleration Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Syndication Party as a result of such Defaulting Syndication Party’s breach of its obligations under this Credit Agreement; and eighthseventh, to such Defaulting Syndication Party 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 Letters of Credit Advances in respect of which such Defaulting Syndication Party 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 10.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letters Advances of Credit owed to, all Non-Defaulting Syndication Parties on a pro rata basis prior to being applied to the payment of any Loans of, or Letters Advances of Credit owed to, such Defaulting Syndication Party until such time as all Loans Advances and funded and unfunded participations in Letters of Credit and Overnight Advances are held by the Syndication Parties pro rata in accordance with their respective Applicable Percentage without giving effect to Subsection 15.30.1(d)Percentage. Any payments, prepayments or other amounts paid or payable to a Defaulting Syndication Party that are applied (or held) to pay amounts owed by a Defaulting Syndication Party or to post cash collateral pursuant to this Subsection 15.30.1(b) shall be deemed paid to and redirected by such Defaulting Syndication Party, and each Syndication Party irrevocably consents hereto.. (c)

Defaulting Syndication Party Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Syndication Party (whether voluntary or mandatory, at maturity, pursuant to Article 14 or otherwise) or received by the Administrative Agent from a Defaulting Syndication Party pursuant to Section 15.36 shall be applied 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 Syndication Party to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Syndication Party to the Letter of Credit Bank or Overnight Lender hereunder; third, to cash collateralize the Letter of Credit Bank’s Fronting Exposure with respect to such Defaulting Syndication Party in accordance with Subsection 15.30.3; fourth, as 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 Syndication Party has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifthfourth, if so determined by the Administrative Agent and Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Syndication Party’s potential future funding obligations with respect to Loans under this Credit Agreement and (y) cash collateralize the Letter of Credit Bank’s future Fronting Exposure with respect to such Defaulting Syndication Party with respect to future Letters of Credit issued under this Credit Agreement, in accordance with Section 4.4and; sixthfifth, to the payment of any amounts owing to the Syndication Parties, the Letter of Credit Bank Parties or Overnight Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Syndication Party, the Letter of Credit Bank Party or Overnight Lender against such Defaulting Syndication Party as a result of such Defaulting Syndication Party’s breach of its obligations under this Credit Agreement; seventhsixth, so long as no Potential Default or Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Syndication Party as a result of such Defaulting Syndication Party’s breach of its obligations under this Credit Agreement; and eighthseventh, to such Defaulting Syndication Party 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 Letters of Credit in respect of which such Defaulting Syndication Party 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 10.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letters of Credit owed to, all Non-Defaulting Syndication Parties on a pro rata basis prior to being applied to the payment of any Loans of, or Letters of Credit owed to, such Defaulting Syndication Party until such time as all Loans and funded and unfunded participations in Letters of Credit and Overnight Advances are held by the Syndication Parties pro rata in accordance with their respective Applicable Percentage without giving effect to Subsection Section 15.30.1(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Syndication Party that are applied (or held) to pay amounts owed by a Defaulting Syndication Party or to post cash collateral pursuant to this Subsection 15.30.1(b) shall be deemed paid to and redirected by such Defaulting Syndication Party, and each Syndication Party irrevocably consents hereto.

Defaulting Syndication Party Waterfall. Any payment of of(b) principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Syndication Party (whether voluntary or mandatoryvoluntary, at maturity, pursuant to Article 14 12 or otherwise) or received by the Administrative Agent from a Defaulting Syndication Party pursuant to Section 15.36 13.36 shall be applied 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 Syndication Party to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Syndication Party to the Letter of Credit Bank or Overnight Lender hereunder; third, to cash collateralize the Letter of Credit Bank’s Fronting Exposure with respect to such Defaulting Syndication Party in accordance with Subsection 15.30.3; fourth, as 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 Syndication Party has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifththird, if so determined by the Administrative Agent and Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Syndication Party’s potential future funding obligations with respect to Loans under this Credit Agreement and (y) cash collateralize the Letter of Credit Bank’s future Fronting Exposure with respect to such Defaulting Syndication Party with respect to future Letters of Credit issued under this Credit Agreement, in accordance with Section 4.4; sixth, to the payment of any amounts owing to the Syndication Parties, the Letter of Credit Bank or Overnight Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Syndication Party, the Letter of Credit Bank or Overnight Lender against such Defaulting Syndication Party as a result of such Defaulting Syndication Party’s breach of its obligations under this Credit Agreement; seventhfourth, so long as no Potential Default or Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Syndication Party as a result of such Defaulting Syndication Party’s breach of its obligations under this Credit Agreement; and eighthfifth, to such Defaulting Syndication Party 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 Letters of Credit in respect of which such Defaulting Syndication Party 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 10.2 8.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letters of Credit owed to, all Non-Defaulting Syndication Parties on a pro rata basis prior to being applied to the payment of any Loans of, or Letters of Credit owed to, such Defaulting Syndication Party until such time as all Loans and funded and unfunded participations (as in Letters of Credit and Overnight Advances are held by effect at the Syndication Parties pro rata in accordance with their respective Applicable Percentage without giving effect to Subsection 15.30.1(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Syndication Party that are applied (or held) to pay amounts owed by a Defaulting Syndication Party or to post cash collateral pursuant to this Subsection 15.30.1(b) shall be deemed paid to and redirected by such Defaulting Syndication Party, and each Syndication Party irrevocably consents hereto.69

Defaulting Syndication Party Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Syndication Party (whether voluntary or mandatory, at maturity, pursuant to Article 14 or otherwise) or received by the Administrative Agent from a Defaulting Syndication Party pursuant to Section 15.36 shall be applied 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 Syndication Party to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Syndication Party to the Letter of Credit Bank or Overnight Lender hereunder; third, to cash collateralize the Letter of Credit Bank’s Fronting Exposure with respect to such Defaulting Syndication Party in accordance with Subsection 15.30.3; fourth, as Borrower may request (so long as no Potential Default or Acceleration Event of Default exists), to the funding of any Loan Advance in respect of which such Defaulting Syndication Party has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifththird, if so determined by the Administrative Agent and Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Syndication Party’s potential future funding obligations with respect to Loans Advances under this Credit Agreement and (y) cash collateralize the Letter of Credit Bank’s future Fronting Exposure with respect to such Defaulting Syndication Party with respect to future Letters of Credit issued under this Credit Agreement, in accordance with Section 4.4and; sixthfourth, to the payment of any amounts owing to the Syndication Parties, the Letter of Credit Bank or Overnight Lenders Parties as a result of any judgment of a court of competent jurisdiction obtained by any Syndication Party, the Letter of Credit Bank or Overnight Lender Party against such Defaulting Syndication Party as a result of such Defaulting Syndication Party’s breach of its obligations under this Credit Agreement; seventhsixth, so long as no Potential Default or Acceleration Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Syndication Party as a result of such Defaulting Syndication Party’s breach of its obligations under this Credit Agreement; and eighthseventh, to such Defaulting Syndication Party 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 Letters of Credit Advances in respect of which such Defaulting Syndication Party 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 10.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letters Advances of Credit owed to, all Non-Defaulting Syndication Parties on a pro rata basis prior to being applied to the payment of any Loans of, or Letters Advances of Credit owed to, such Defaulting Syndication Party until such time as all Loans Advances and funded and unfunded participations in Letters of Credit and Overnight Advances are held by the Syndication Parties pro rata in accordance with their respective Applicable Percentage without giving effect to Subsection 15.30.1(d)Percentage. Any payments, prepayments or other amounts paid or payable to a Defaulting Syndication Party that are applied (or held) to pay amounts owed by a Defaulting Syndication Party or to post cash collateral pursuant to this Subsection 15.30.1(b) shall be deemed paid to and redirected by such Defaulting Syndication Party, and each Syndication Party irrevocably consents hereto.

Defaulting Syndication Party Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Syndication Party (whether voluntary or mandatory, at maturity, pursuant to Article 14 or otherwise) or received by the Administrative Agent from a Defaulting Syndication Party pursuant to Section 15.36 shall be applied 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 Syndication Party to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Syndication Party to the Letter of Credit Bank or Overnight Lender hereunder; third, to cash collateralize the Letter of Credit Bank’s Fronting Exposure with respect to such Defaulting Syndication Party in accordance with Subsection Section 15.30.3; fourth, as 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 Syndication Party 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 Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Syndication Party’s potential future funding obligations with respect to Loans under this Credit Agreement and (y) cash collateralize the Letter of Credit Bank’s future Fronting Exposure with respect to such Defaulting Syndication Party with respect to future Letters of Credit issued under this Credit Agreement, in accordance with Section 4.4; sixth, to the payment of any amounts owing to the Syndication Parties, the Letter of Credit Bank or Overnight Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Syndication Party, the Letter of Credit Bank or Overnight Lender against such Defaulting Syndication Party as a result of such Defaulting Syndication Party’s breach of its obligations under this Credit Agreement; seventh, so long as no Potential Default or Event of Default exists, to the payment of any amounts owing to Borrower as a result 1697821.11-New York Server 7A - MSW of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Syndication Party as a result of such Defaulting Syndication Party’s 's breach of its obligations under this Credit Agreement; and eighth, to such Defaulting Syndication Party 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 Letters of Credit in respect of which such Defaulting Syndication Party 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 10.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letters of Credit owed to, all Non-Defaulting Syndication Parties on a pro rata basis prior to being applied to the payment of any Loans of, or Letters of Credit owed to, such Defaulting Syndication Party until such time as all Loans and funded and unfunded participations in Letters of Credit and Overnight Advances are held by the Syndication Parties pro rata in accordance with their respective Applicable Percentage without giving effect to Subsection Section 15.30.1(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Syndication Party that are applied (or held) to pay amounts owed by a Defaulting Syndication Party or to post cash collateral pursuant to this Subsection Section 15.30.1(b) shall be deemed paid to and redirected by such Defaulting Syndication Party, and each Syndication Party irrevocably consents hereto.

Defaulting Syndication Party Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Syndication Party (whether voluntary or mandatory, at maturity, pursuant to Article 14 or otherwise) or received by the Administrative Agent from a Defaulting Syndication Party pursuant to Section 15.36 shall be applied 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 Syndication Party to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Syndication Party to the Letter of Credit Bank or Overnight Lender hereunder; third, to cash collateralize the Letter of Credit Bank’s Fronting Exposure with respect to such Defaulting Syndication Party in accordance with Subsection Section 15.30.3; fourth, as 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 Syndication Party 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 Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Syndication Party’s potential future funding obligations with respect to Loans under this Credit Agreement and (y) cash collateralize the Letter of Credit Bank’s future Fronting Exposure with respect to such Defaulting Syndication Party with respect to future Letters of Credit issued under this Credit Agreement, in accordance with Section 4.4; sixth, to the payment of any amounts owing to the Syndication Parties, the Letter of Credit Bank or Overnight Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Syndication Party, the Letter of Credit Bank or Overnight Lender against such Defaulting Syndication Party as a result of such Defaulting Syndication Party’s breach of its obligations under this Credit Agreement; seventh, so long as no Potential Default or Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Syndication Party as a result of such Defaulting Syndication Party’s breach of its obligations under this Credit Agreement; and eighth, to such Defaulting Syndication Party 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 Letters of Credit in respect of which such Defaulting Syndication Party 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 10.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letters of Credit owed to, all Non-Defaulting Syndication Parties on a pro rata basis prior to being applied to the payment of any Loans of, or Letters of Credit owed to, such Defaulting Syndication Party until such time as all Loans and funded and unfunded participations in Letters of Credit and Overnight Advances are held by the Syndication Parties pro rata in accordance with their respective Applicable Percentage without giving effect to Subsection Section 15.30.1(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Syndication Party that are applied (or held) to pay amounts owed by a Defaulting Syndication Party or to post cash collateral pursuant to this Subsection Section 15.30.1(b) shall be deemed paid to and redirected by such Defaulting Syndication Party, and each Syndication Party irrevocably consents hereto.