Common use of Payments Upon Acceleration Clause in Contracts

Payments Upon Acceleration. After the occurrence of an Event of Default and the acceleration of the Obligations pursuant to Section 8.2 or 8.3, the Administrative Agent shall apply all payments in respect of the Obligations and all proceeds of Collateral to the Obligations in the following order: (a) first, to pay Obligations in respect of any fees, expenses or indemnities then due to the Administrative Agent, the Issuing Lenders or Swingline Lender (including, without limitation, fees and expenses referred to in Section 11.3 or 11.4), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (b) second, to pay Obligations in respect of any fees, expenses or indemnities then due to the Lenders, whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (c) third, pro rata to interest due in respect of any Swingline Loan; (d) fourth, to pay interest due in respect of the Loans (other than Swingline Loans), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (e) fifth, to pay, pro rata to the outstanding principal amount of any Swingline Loan; (f) sixth, to pay, on a pari passu basis, the principal outstanding with respect to the Loans and Obligations in respect of Rate Protection Agreements in which the counterparty is a Lender or an Affiliate of a Lender; (g) seventh, to pay, on a pari passu basis, the principal outstanding with respect to the Obligations in respect of Secured Bank Products in which the counterparty is a Lender or an Affiliate of a Lender; (h) eighth, to pay all other Obligations; and (i) ninth, to pay who may be lawfully entitled thereto. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order of each category and shall only be applied to the next succeeding category after all amounts in the preceding category have been paid in full in cash and (ii) amounts owing to each relevant Lender Party in clauses (b) through (g) shall be allocated to the payment of the relevant Obligations ratably, based on the proportion of each Lender Party’s interest in the aggregate outstanding Obligations described in each such relevant clause. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to Obligations that comprise Excluded Swap Obligations of such Loan Party (it being understood that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this sentence, the Administrative Agent shall make such adjustments as it determines in its sole discretion are appropriate to distributions pursuant to clause (f) above from amounts received from “eligible contract participants” under the Commodity Exchange Act or any regulations promulgated thereunder to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause (f) above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause (f) above ). Amounts distributed with respect to any Obligations attributable to clauses (b) and (c) of the definition thereof shall be equal to the lesser of (a) the applicable amount of such Obligation last reported to the Administrative Agent or (b) the actual amount of such Obligation as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any such Obligations, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Lender or its Affiliate providing such Secured Bank Products or Rate Protection Agreement. In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the amount of such Obligations last reported to it.

Payments Upon Acceleration. After the occurrence of an Event of Default and the acceleration of the Obligations pursuant to Section 8.2 or 8.3, the Administrative Agent shall apply all payments in respect of the Obligations and all proceeds of Collateral to the Obligations in the following order: (a) first, to pay Obligations in respect of any fees, expenses or indemnities then due to the Administrative Agent, the Issuing Lenders Lender or Swingline Lender (including, without limitation, fees and expenses referred to in Section Sections 11.3 or 11.4), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (b) second, to pay Obligations in respect of any fees, expenses or indemnities then due to the Lenders, whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (c) third, pro rata to interest due in respect of any Swingline Loan; (d) fourth, to pay interest due in respect of the Loans (other than Swingline Loans), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (e) fifth, to pay, pro rata to the outstanding principal amount of any Swingline Loan; (f) sixth, to pay, on a pari passu basis, the principal outstanding with respect to the Loans and Obligations in respect of Rate Protection Agreements in which the counterparty is a Lender or an Affiliate of a Lender; (g) seventh, to paypay all other Obligations, on a pari passu basisincluding, the principal outstanding with respect to the Obligations in respect of Secured Bank Products in which the counterparty is a Lender or an Affiliate of a Lender;without limitation, cash management obligations; and (h) eighth, to pay all other Obligations; and (i) ninth, to pay who may be lawfully entitled thereto. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order of each category and shall only be applied to the next succeeding category after all amounts in the preceding category have been paid in full in cash and (ii) amounts owing to each relevant Lender Party in clauses (b) through (g) shall be allocated to the payment of the relevant Obligations ratably, based on the proportion of each Lender Party’s interest in the aggregate outstanding Obligations described in each such relevant clause. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to Obligations that comprise Excluded Swap Obligations of such Loan Party (it being understood that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this sentence, the Administrative Agent shall make such adjustments as it determines in its sole discretion are appropriate to distributions pursuant to clause (f) above from amounts received from “eligible contract participants” under the Commodity Exchange Act or any regulations promulgated thereunder to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause (f) above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause (f) above ). Amounts distributed with respect to any Obligations attributable to clauses (b) and (c) of the definition thereof shall be equal to the lesser of (a) the applicable amount of such Obligation last reported to the Administrative Agent or (b) the actual amount of such Obligation as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any such Obligations, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Lender or its Affiliate providing such Secured Bank Products or Rate Protection Agreement. In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the amount of such Obligations last reported to it.

Payments Upon Acceleration. After the occurrence of an Event of Default and the acceleration of the Obligations pursuant to Section 8.2 or 8.3, the Administrative Agent shall apply all payments in respect of the Obligations and all proceeds of Collateral to the Obligations in the following order: (a) first, to pay Obligations (other than Swap Liabilities and Cash Management Liabilities) in respect of any fees, expenses or indemnities then due to the Administrative Agent, the Issuing Lenders or Swingline Lender Agent (including, without limitation, fees and expenses referred to in Section 11.3 or 11.4Sections 3.3, 10.3 and 10.4), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (b) second, to pay Obligations (other than Swap Liabilities and Cash Management Liabilities) in respect of any fees, expenses or indemnities then due to the LendersLenders and the L/C Issuers, whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (c) third, pro rata to interest due in respect of any Swingline Loan; (d) fourth, to pay interest due in respect of the Loans and Letters of Credit (other than Swingline Loans), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party); (ed) fifthfourth, to pay, pro rata to the outstanding principal amount of any Swingline Loan; (fi) sixth, to pay, on a pari passu basis, pay the principal outstanding with respect to the Loans and Reimbursement Obligations in respect and Swap Liabilities arising from any Swap Agreement that is required to be maintained by the terms of Rate Protection Agreements in which this Agreement and at the counterparty is time of entering into was between a Borrower or any of its Subsidiaries, on the one hand, and a Lender or an Affiliate of a Lender;, on the other hand, and Cash Management Liabilities and (ii) (A) Cash Collateralize all other Letter of Credit Outstandings (in an amount equal to 103% of such Letter of Credit Outstandings) on terms and pursuant to documentation in form and substance satisfactory to the Administrative Agent and each applicable L/C Issuer or (B) arrange for a back-stop letter of credit to be issued in an amount equal to 103% of such Letter of Credit Outstandings on terms, pursuant to documentation and from a financial institution, all in form and substance satisfactory to the Administrative Agent and each applicable L/C Issuer. (ge) seventhfifth, to paypay all other Obligations (including Swap Liabilities arising from any Swap Agreement that was not required to be maintained by the terms of this Agreement and at the time of entering into was between a Borrower or any of its Subsidiaries, on a pari passu basisthe one hand, the principal outstanding with respect to the Obligations in respect of Secured Bank Products in which the counterparty is and a Lender or an Affiliate of a Lender; (h) eighth, to pay all on the other Obligationshand); and (if) ninthsixth, to pay who may be lawfully entitled thereto. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order of each category and shall only be applied to the next succeeding category after all amounts in the preceding category have been paid in full in cash and (ii) amounts owing to each relevant Lender Party in clauses (b) through (ge) shall be allocated to the payment of the relevant Obligations ratably, based on the proportion of each Lender Party’s (or, in the case of Cash Management Liabilities and Swap Liabilities that are referred to above, each such Lender Party’s Affiliates) interest in the aggregate outstanding Obligations described in each such relevant clause. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to Obligations that comprise Excluded Swap Obligations of such Loan Party (it being understood that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this sentence, the Administrative Agent shall make such adjustments as it determines in its sole discretion are appropriate to distributions pursuant to clause (f) above from amounts received from “eligible contract participants” under the Commodity Exchange Act or any regulations promulgated thereunder to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause (f) above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause (f) above ). Amounts distributed with respect to any Obligations attributable to clauses (b) and (c) of the definition thereof shall be equal to the lesser of (a) the applicable amount of such Obligation last reported to the Administrative Agent or (b) the actual amount of such Obligation as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any such Obligations, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Lender or its Affiliate providing such Secured Bank Products or Rate Protection Agreement. In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the amount of such Obligations last reported to it.

Payments Upon Acceleration. After the occurrence of an Event of Default and the acceleration of the Obligations pursuant to Section 8.2 or 8.3, the Administrative Agent shall apply all payments in respect of the Obligations and all proceeds of Collateral to the Obligations in the following order: (a) first, to pay Obligations in respect of any fees, expenses or indemnities then due to the Administrative Agent, the Issuing Lenders Lender or Swingline Lender (including, without limitation, fees and expenses referred to in Section Sections 11.3 or 11.4), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (b) second, to pay Obligations in respect of any fees, expenses or indemnities then due to the Lenders, whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (c) third, pro rata to interest due in respect of any Swingline Loan; (d) fourth, to pay interest due in respect of the Loans (other than Swingline Loans), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (e) fifth, to pay, pro rata to the outstanding principal amount of any Swingline Loan; (f) sixth, to pay, on a pari passu basis, the principal outstanding with respect to the Loans and Obligations in respect of Rate Protection Agreements in which the counterparty is a Lender or an Affiliate of a Lender; (g) seventh, to pay, on a pari passu basis, the principal outstanding with respect to the Obligations in respect of Secured Bank Products in which the counterparty is a Lender or an Affiliate of a Lender; (h) eighth, to pay all other Obligations; and (i) ninth, to pay who may be lawfully entitled thereto. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order of each category and shall only be applied to the next succeeding category after all amounts in the preceding category have been paid in full in cash and (ii) amounts owing to each relevant Lender Party in clauses (b) through (g) shall be allocated to the payment of the relevant Obligations ratably, based on the proportion of each Lender Party’s interest in the aggregate outstanding Obligations described in each such relevant clause. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to Obligations that comprise Excluded Swap Obligations of such Loan Party (it being understood that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this sentence, the Administrative Agent shall make such adjustments as it determines in its sole discretion are appropriate to distributions pursuant to clause (f) above from amounts received from “eligible contract participants” under the Commodity Exchange Act or any regulations promulgated thereunder to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause (f) above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause (f) above ). Amounts distributed with respect to any Obligations attributable to clauses (b) and (c) of the definition thereof shall be equal to the lesser of (a) the applicable amount of such Obligation last reported to the Administrative Agent or (b) the actual amount of such Obligation as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any such Obligations, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Lender or its Affiliate providing such Secured Bank Products or Rate Protection Agreement. In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the amount of such Obligations last reported to it.

Payments Upon Acceleration. After the occurrence of an Event of Default and the acceleration of the Obligations pursuant to Section 8.2 9.2 or 8.3Section 9.3, the Administrative Agent shall apply all payments in respect of the Obligations and all proceeds of Collateral to the Obligations in the following order: (a) first, to pay Obligations in respect of any fees, expenses or indemnities then due to the Administrative Agent, the Issuing Lenders or Swingline Lender Agent (including, without limitation, fees and expenses referred to in Section 3.3, Section 11.3 or and Section 11.4), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (b) second, to pay Obligations in respect of any fees, expenses or indemnities then due to the LendersLenders and the L/C Issuers, whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (c) third, pro rata to interest due in respect of any Swingline Loan; (d) fourth, to pay interest due in respect of the Loans and Letters of Credit (other than Swingline Loans), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party); (ed) fifthfourth, to pay, pro rata to the outstanding principal amount of any Swingline Loan; (fi) sixth, to pay, on a pari passu basis, pay the principal outstanding with respect to the Loans and Reimbursement Obligations and (ii) Cash Collateralize all other Letter of Credit Outstandings (in respect an amount equal to 103% of Rate Protection Agreements such Letter of Credit Outstandings) on terms and pursuant to documentation in which form and substance satisfactory to the counterparty is Administrative Agent and each applicable L/C Issuer; (e) fifth, to pay all other Obligations (including Cash Management Liabilities and Swap Liabilities arising from any Swap Agreement at the time of entering into was between the Borrower or any of its Subsidiaries, on the one hand, and a Lender or an Affiliate of a Lender; (g) seventh, to pay, on a pari passu basis, the principal outstanding with respect to the Obligations in respect of Secured Bank Products in which the counterparty is a Lender or an Affiliate of a Lender; (h) eighth, to pay all other Obligationshand); and (if) ninthsixth, to pay who may be lawfully entitled thereto, including any Loan Party. In carrying out the foregoing, : (i) amounts received shall be applied in the numerical order of each category and shall only be applied to the next succeeding category after all amounts in the preceding category have been paid in full in cash cash; and (ii) amounts owing to each relevant Lender Party in clauses (b) through (ge) shall be allocated to the payment of the relevant Obligations ratably, based on the proportion of each Lender Party’s (or, in the case of Cash Management Liabilities and Swap Liabilities that are referred to above, each such Lender Party’s Affiliates) interest in the aggregate outstanding Obligations described in each such relevant clause. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to Obligations that comprise Excluded Swap Obligations of such Loan Party (it being understood that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this sentence, the Administrative Agent shall make such adjustments as it determines in its sole discretion are appropriate to distributions pursuant to clause (f) above from amounts received from “eligible contract participants” under the Commodity Exchange Act or any regulations promulgated thereunder to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause (f) above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause (f) above ). Amounts distributed with respect to any Obligations attributable to clauses (b) and (c) of the definition thereof shall be equal to the lesser of (a) the applicable amount of such Obligation last reported to the Administrative Agent or (b) the actual amount of such Obligation as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any such Obligations, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Lender or its Affiliate providing such Secured Bank Products or Rate Protection Agreement. In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the amount of such Obligations last reported to it.

Payments Upon Acceleration. After the occurrence of an Event of Default and the acceleration of the Obligations pursuant to Section 8.2 9.2 or 8.3Section 9.3, the Administrative Agent shall apply all payments in respect of the Obligations and all proceeds of Collateral to the Obligations in the following order: (a) first, to pay Obligations in respect of any fees, expenses or indemnities then due to the Administrative Agent, the Issuing Lenders or Swingline Lender Agent (including, without limitation, fees and expenses referred to in Section 3.3, Section 11.3 or and Section 11.4), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (b) second, to pay Obligations (other than Swap Liabilities and Cash Management Liabilities) in respect of any fees, expenses or indemnities then due to the LendersLenders and the L/C Issuers, whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (c) third, pro rata to interest due in respect of any Swingline Loan; (d) fourth, to pay interest due in respect of the Loans and Letters of Credit (other than Swingline Loans), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party); (ed) fifthfourth, to pay, pro rata to the outstanding principal amount of any Swingline Loan; (fi) sixth, to pay, on a pari passu basis, pay the principal outstanding with respect to the Loans and Reimbursement Obligations and (ii) Cash Collateralize all other Letter of Credit Outstandings (in respect an amount equal to 105% of Rate Protection Agreements such Letter of Credit Outstandings) on terms and pursuant to documentation in which form and substance satisfactory to the counterparty is Administrative Agent and each applicable L/C Issuer; (e) fifth, to pay all other Obligations (including Cash Management Liabilities and Swap Liabilities arising from any Swap Agreement that at the time of entering into was between the Borrower or any of its Subsidiaries, on the one hand, and a Lender or an Affiliate of a Lender; (g) seventh, to pay, on a pari passu basis, the principal outstanding with respect to the Obligations in respect of Secured Bank Products in which the counterparty is a Lender or an Affiliate of a Lender; (h) eighth, to pay all other Obligationshand); and (if) ninthsixth, to pay who may be lawfully entitled thereto. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order of each category and shall only be applied to the next succeeding category after all amounts in the preceding category have been paid in full in cash and (ii) amounts owing to each relevant Lender Party in clauses (b) through (ge) shall be allocated to the payment of the relevant Obligations ratably, based on the proportion of each Lender Party’s (or, in the case of Cash Management Liabilities and Swap Liabilities that are referred to above, each such Lender Party’s Affiliates) interest in the aggregate outstanding Obligations described in each such relevant clause. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to Obligations that comprise Excluded Swap Obligations of such Loan Party (it being understood that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this sentence, the Administrative Agent shall make such adjustments as it determines in its sole discretion are appropriate to distributions pursuant to clause (f) above from amounts received from “eligible contract participants” under the Commodity Exchange Act or any regulations promulgated thereunder to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause (f) above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause (f) above ). Amounts distributed with respect to any Obligations attributable to clauses (b) and (c) of the definition thereof shall be equal to the lesser of (a) the applicable amount of such Obligation last reported to the Administrative Agent or (b) the actual amount of such Obligation as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any such Obligations, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Lender or its Affiliate providing such Secured Bank Products or Rate Protection Agreement. In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the amount of such Obligations last reported to it.

Payments Upon Acceleration. After the occurrence of an Event of Default and the acceleration of the Obligations pursuant to Section 8.2 or Section 8.3, the Administrative Agent shall apply all payments in respect of the Obligations and all proceeds of Collateral to the Obligations in the following order: (a) first, to pay Obligations (other than Swap Liabilities and Cash Management Liabilities) in respect of any fees, expenses or indemnities then due to the Administrative Agent, the Issuing Lenders or Swingline Lender Agent (including, without limitation, fees and expenses referred to in Section 11.3 or 11.43.3, Section 10.3 and Section 10.4), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (b) second, to pay Obligations (other than Swap Liabilities and Cash Management Liabilities) in respect of any fees, expenses or indemnities then due to the LendersLenders and the L/C Issuers, whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (c) third, pro rata to interest due in respect of any Swingline Loan; (d) fourth, to pay interest due in respect of the Loans and Letters of Credit (other than Swingline Loans), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party); (ed) fifthfourth, to pay, pro rata to the outstanding principal amount of any Swingline Loan; (fi) sixth, to pay, on a pari passu basis, pay the principal outstanding with respect to the Loans and Reimbursement Obligations in respect and Swap Liabilities arising from any Swap Agreement that is required to be maintained by the terms of Rate Protection Agreements in which this Agreement and at the counterparty is time of entering into was between the Borrower or any of its Subsidiaries, on the one hand, and a Lender or an Affiliate of a Lender, on the other hand, and Cash Management Liabilities and (ii) Cash Collateralize all other Letter of Credit Outstandings (in an amount equal to 103% of such Letter of Credit Outstandings) on terms and pursuant to documentation in form and substance satisfactory to the Administrative Agent and each applicable L/C Issuer on terms pursuant to documentation and in form and substance satisfactory to the Administrative Agent and each applicable L/C Issuer; (ge) seventhfifth, to paypay all other Obligations (including Swap Liabilities arising from any Swap Agreement that was not required to be maintained by the terms of this Agreement and at the time of entering into was between the Borrower or any of its Subsidiaries, on a pari passu basisthe one hand, the principal outstanding with respect to the Obligations in respect of Secured Bank Products in which the counterparty is and a Lender or an Affiliate of a Lender; (h) eighth, to pay all on the other Obligationshand); and (if) ninthsixth, to pay who may be lawfully entitled thereto, including any Loan Party. In carrying out the foregoing, : (i) amounts received shall be applied in the numerical order of each category and shall only be applied to the next succeeding category after all amounts in the preceding category have been paid in full in cash cash; and (ii) amounts owing to each relevant Lender Party in clauses (b) through (ge) shall be allocated to the payment of the relevant Obligations ratably, based on the proportion of each Lender Party’s (or, in the case of Cash Management Liabilities and Swap Liabilities that are referred to above, each such Lender Party’s Affiliates) interest in the aggregate outstanding Obligations described in each such relevant clause. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to Obligations that comprise Excluded Swap Obligations of such Loan Party (it being understood that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this sentence, the Administrative Agent shall make such adjustments as it determines in its sole discretion are appropriate to distributions pursuant to clause (f) above from amounts received from “eligible contract participants” under the Commodity Exchange Act or any regulations promulgated thereunder to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause (f) above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause (f) above ). Amounts distributed with respect to any Obligations attributable to clauses (b) and (c) of the definition thereof shall be equal to the lesser of (a) the applicable amount of such Obligation last reported to the Administrative Agent or (b) the actual amount of such Obligation as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any such Obligations, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Lender or its Affiliate providing such Secured Bank Products or Rate Protection Agreement. In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the amount of such Obligations last reported to it.

Payments Upon Acceleration. After the occurrence of an Event of Default and the acceleration of the Obligations pursuant to Section 8.2 or 8.3, the Administrative Agent shall apply all payments in respect of the Secured Obligations and all proceeds of Collateral to the Secured Obligations in the following order: (a) first, to pay Obligations in respect of any fees, expenses or indemnities then due to the Administrative Agent, the Issuing Lenders or Swingline Lender Agent (including, without limitation, fees and expenses referred to in Section 11.3 or 11.4Sections 3.3, 10.3 and 10.4), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (b) second, to pay Obligations in respect of any fees, expenses or indemnities then due to the LendersLenders and the L/C Issuers, whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (c) third, pro rata to interest due (i) pay all other Secured Obligations and (ii) Cash Collateralize all other Letter of Credit Outstandings (in respect an amount equal to 105% of any Swingline Loan;such Letter of Credit Outstandings) on terms and pursuant to documentation in form and substance satisfactory to the Administrative Agent; and (d) fourth, to pay interest due in respect of the Loans (other than Swingline Loans), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (e) fifth, to pay, pro rata to the outstanding principal amount of any Swingline Loan; (f) sixth, to pay, on a pari passu basis, the principal outstanding with respect to the Loans and Obligations in respect of Rate Protection Agreements in which the counterparty is a Lender or an Affiliate of a Lender; (g) seventh, to pay, on a pari passu basis, the principal outstanding with respect to the Obligations in respect of Secured Bank Products in which the counterparty is a Lender or an Affiliate of a Lender; (h) eighth, to pay all other Obligations; and (i) ninth, to pay those who may be lawfully entitled thereto. In carrying out the foregoing, (iA) amounts received shall be applied in the numerical order of each category and shall only be applied to the next succeeding category after all amounts in the preceding category have been paid in full in cash and (iiB) amounts owing to each relevant Lender Party in clauses (b) through and (gc) shall be allocated to the payment of the relevant Obligations and Secured Obligations ratably, based on the proportion of each Lender Party’s interest in the aggregate outstanding Obligations and Secured Obligations described in each such relevant clause. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to Obligations that comprise Excluded Swap Obligations of such Loan Party (it being understood that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this sentence, the Administrative Agent shall make such adjustments as it determines in its sole discretion are appropriate to distributions pursuant to clause (f) above from amounts received from “eligible contract participants” under the Commodity Exchange Act or any regulations promulgated thereunder to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause (f) above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause (f) above ). Amounts distributed with respect to any Obligations attributable to clauses (b) and (c) of the definition thereof shall be equal to the lesser of (a) the applicable amount of such Obligation last reported to the Administrative Agent or (b) the actual amount of such Obligation as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any such Obligations, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Lender or its Affiliate providing such Secured Bank Products or Rate Protection Agreement. In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the amount of such Obligations last reported to it.

Payments Upon Acceleration. After the occurrence of an Event of Default and the acceleration of the Obligations pursuant to Section 8.2 or 8.3, the Administrative Agent shall apply all payments in respect of the Obligations and all proceeds of Collateral to the Obligations in the following order: (a) first, to pay Obligations in respect of any fees, expenses or indemnities then due to the Administrative Agent, the Issuing Lenders or Swingline Lender Agent (including, without limitation, fees and expenses referred to in Section Sections 11.3 or 11.4), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (b) second, to pay Obligations in respect of any fees, expenses or indemnities then due to the Lenders, whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (c) third, pro rata to interest due in respect of any Swingline Loan; (d) fourth, to pay interest due in respect of the Loans (other than Swingline Loans), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (ed) fifthfourth, to pay, pro rata to the outstanding principal amount of any Swingline Loan; (f) sixth, to pay, on a pari passu basis, pay the principal outstanding with respect to the Loans and Obligations in respect of Rate Protection Agreements in which the counterparty is a Lender or an Affiliate of a LenderLoans; (ge) seventh, to pay, on a pari passu basis, the principal outstanding with respect to the Obligations in respect of Secured Bank Products in which the counterparty is a Lender or an Affiliate of a Lender; (h) eighthfifth, to pay all other Obligations; and (if) ninthsixth, to pay who may be lawfully entitled thereto. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order of each category and shall only be applied to the next succeeding category after all amounts in the preceding category have been paid in full in cash and (ii) amounts owing to each relevant Lender Party in clauses (b) through (ge) shall be allocated to the payment of the relevant Obligations ratably, based on the proportion of each Lender Party’s interest in the aggregate outstanding Obligations described in each such relevant clause. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to Obligations that comprise Excluded Swap Obligations of such Loan Party (it being understood that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this sentence, the Administrative Agent shall make such adjustments as it determines in its sole discretion are appropriate to distributions pursuant to clause (f) above from amounts received from “eligible contract participants” under the Commodity Exchange Act or any regulations promulgated thereunder to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause (f) above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause (f) above ). Amounts distributed with respect to any Obligations attributable to clauses (b) and (c) of the definition thereof shall be equal to the lesser of (a) the applicable amount of such Obligation last reported to the Administrative Agent or (b) the actual amount of such Obligation as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any such Obligations, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Lender or its Affiliate providing such Secured Bank Products or Rate Protection Agreement. In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the amount of such Obligations last reported to it.

Payments Upon Acceleration. After the occurrence of an Event of Default and the acceleration of the Obligations pursuant to Section 8.2 or 8.3, the Administrative Agent shall apply all payments in respect of the Obligations and all proceeds of Collateral to the Obligations in the following order: (a) first, to pay Obligations in respect of any fees, expenses or indemnities then due to the Administrative Agent, the Issuing Lenders or Swingline Lender (including, without limitation, fees and expenses referred to in Section 11.3 or 11.4), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (b) second, to pay Obligations in respect of any fees, expenses or indemnities then due to the Lenders, whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (c) third, pro rata to interest due in respect of any Swingline Loan; (d) fourth, to pay interest due in respect of the Loans (other than Swingline Loans), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (e) fifth, to pay, pro rata to the outstanding principal amount of any Swingline Loan; (f) sixth, to pay, on a pari passu basis, the principal outstanding with respect to the Loans and Obligations in respect of Rate Protection Agreements in which the counterparty is a Lender or an Affiliate of a Lender; (g) seventh, to pay, on a pari passu basis, the principal outstanding with respect to the Obligations in respect of Secured Bank Products in which the counterparty is a Lender or an Affiliate of a Lender; (h) eighth, to pay all other Obligations; and (i) ninth, to pay who may be lawfully entitled thereto. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order of each category and shall only be applied to the next succeeding category after all amounts in the preceding category have been paid in full in cash and (ii) amounts owing to each relevant Lender Party in clauses (b) through (g) shall be allocated to the payment of the relevant Obligations ratably, based on the proportion of each Lender Party’s interest in the aggregate outstanding Obligations described in each such relevant clause. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to Obligations that comprise Excluded Swap Obligations of such Loan Party (it being understood that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this sentence, the Administrative Agent shall make such adjustments as it determines in its sole 46267678.11 discretion are appropriate to distributions pursuant to clause (f) above from amounts received from “eligible contract participants” under the Commodity Exchange Act or any regulations promulgated thereunder to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause (f) above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause (f) above ). Amounts distributed with respect to any Obligations attributable to clauses (b) and (c) of the definition thereof shall be equal to the lesser of (a) the applicable amount of such Obligation last reported to the Administrative Agent or (b) the actual amount of such Obligation as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any such Obligations, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Lender or its Affiliate providing such Secured Bank Products or Rate Protection Agreement. In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the amount of such Obligations last reported to it.

Payments Upon Acceleration. After the occurrence of an Event of Default and the acceleration of the Obligations pursuant to Section 8.2 9.2 or 8.3Section 9.3, the Administrative Agent shall apply all payments in respect of the Obligations and all proceeds of Collateral to the Obligations in the following order: (a) first, to pay Obligations in respect of any fees, expenses or indemnities then due to the Administrative Agent, the Issuing Lenders or Swingline Lender Agent (including, without limitation, fees and expenses referred to in Section 3.3, Section 11.3 or and Section 11.4), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (b) second, to pay Obligations (other than Swap Liabilities and Cash Management Liabilities) in respect of any fees, expenses or indemnities then due to the LendersLenders and the L/C Issuers, whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (c) third, pro rata to interest due in respect of any Swingline Loan; (d) fourth, to pay interest due in respect of the Loans and Letters of Credit (other than Swingline Loans), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party); (ed) fifthfourth, to pay, pro rata to the outstanding principal amount of any Swingline Loan; (fi) sixth, to pay, on a pari passu basis, pay the principal outstanding with respect to the Loans and Reimbursement Obligations and (ii) Cash Collateralize all other Letter of Credit Outstandings (in an amount equal to 103% of such Letter of Credit Outstandings) on terms and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and each applicable L/C Issuer; (e) fifth, to pay Obligations in respect of Rate Protection Agreements (x) Cash Management Liabilities and (y) Swap Liabilities, in which each case, between the counterparty is Parent or any of its Subsidiaries, on the one hand, and a Lender or an Affiliate of a Lender, on the other hand); (gf) seventhsixth, to pay, on a pari passu basis, the principal outstanding with respect to the pay all other Obligations (including in respect of Secured Bank Products in which Swap Liabilities between the counterparty Parent or any of its Subsidiaries, on the one hand, and a Specified Counterparty that is not a Lender or an Affiliate of a Lender; (h) eighth, to pay all on the other Obligationshand); and (ig) ninthseventh, to pay who may be lawfully entitled thereto. , including any Loan Party. (h) In carrying out the foregoing, (i) amounts received shall be applied in the numerical order of each category and shall only be applied to the next succeeding category after all amounts in the preceding category have been paid in full in cash and (ii) amounts owing to each relevant Lender Party in clauses (b) through (ge) shall be allocated to the payment of the relevant Obligations ratably, based on the proportion of each Lender Party’s (or, in the case of Cash Management Liabilities and Swap Liabilities that are referred to above, each such Lender Party’s Affiliates) interest in the aggregate outstanding Obligations described in each such relevant clause. Notwithstanding This Section 9.6 shall replace the foregoing, amounts received from any Loan Party shall not be applied to Obligations that comprise Excluded Swap Obligations provisions of such Loan Party (it being understood that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this sentence, the Administrative Agent shall make such adjustments as it determines in its sole discretion are appropriate to distributions pursuant to clause (f) above from amounts received from “eligible contract participants” under the Commodity Exchange Act or any regulations promulgated thereunder to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause (f) above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause (f) above ). Amounts distributed with respect to any Obligations attributable to clauses (b) and (c) 4.9 of the definition thereof shall be equal to the lesser of (a) the applicable amount of such Obligation last reported to the Administrative Agent or (b) the actual amount of such Obligation as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any such Obligations, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Lender or its Affiliate providing such Secured Bank Products or Rate Protection Security Agreement. In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the amount of such Obligations last reported to it.

Payments Upon Acceleration. After the occurrence of an Event of Default and The Loan Agreement may provide for the acceleration of the Obligations pursuant to Section 8.2 or 8.3, the Administrative Agent shall apply all payments in respect of the Obligations Advances outstanding and all proceeds of Collateral to the Obligations in the following order: (a) first, to pay Obligations in respect of any fees, expenses or indemnities then due to the Administrative Agent, the Issuing Lenders or Swingline Lender (including, without limitation, fees and expenses referred to in Section 11.3 or 11.4payable thereunder. Notwithstanding Sections 3.3(a), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (b) second, to pay Obligations in respect of any fees, expenses or indemnities then due to the Lenders, whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (c) third, pro rata to interest due in respect of any Swingline Loan; (d) fourth, to pay interest due in respect of the Loans (other than Swingline Loans), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party; (e) fifth, to pay, pro rata to the outstanding principal amount of any Swingline Loan; (f) sixth, to pay, on a pari passu basis, the principal outstanding with respect to the Loans and Obligations in respect of Rate Protection Agreements in which the counterparty is a Lender or an Affiliate of a Lender; (g) seventh, to pay, on a pari passu basis, the principal outstanding with respect to the Obligations in respect of Secured Bank Products in which the counterparty is a Lender or an Affiliate of a Lender; (h) eighth, to pay all other Obligations; and (i) ninth, to pay who may be lawfully entitled thereto. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order of each category and shall only be applied to the next succeeding category after all amounts in the preceding category have been paid in full in cash and (ii) amounts owing to each relevant Lender Party in clauses (b) through (g) shall be allocated to the payment of the relevant Obligations ratably, based on the proportion of each Lender Party’s interest in the aggregate outstanding Obligations described in each such relevant clause. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to Obligations that comprise Excluded Swap Obligations of such Loan Party (it being understood that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this sentence, the Administrative Agent shall make such adjustments as it determines in its sole discretion are appropriate to distributions pursuant to clause (f) above from amounts received from “eligible contract participants” under the Commodity Exchange Act or any regulations promulgated thereunder to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause (f) above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause (f) above ). Amounts distributed with respect to any Obligations attributable to clauses (b) and (c) of the definition thereof shall be equal to the lesser of (a) the applicable amount of such Obligation last reported to the Administrative Agent or (b) the actual amount of such Obligation as calculated ), upon receipt by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to Bontang VI Trustee of any such Obligations, but may rely upon written notice of the amount acceleration (setting forth a reasonably detailed calculation"Notice of Acceleration") from the applicable Lender or its Affiliate providing such Secured Bank Products or Rate Protection Agreement. In the absence of such noticeAgent, the Administrative Bontang VI Trustee, without any action or approval being required of the Producers, shall: (i) Immediately apply all amounts then held in all subaccounts of the Debt Service Account and the Reserve Account to the payment of the following amounts in the following order of priority, to the extent not previously paid: (1) Company, pro rata in accordance with the amounts thereof specified by the Agent may assume in such Notices as being payable to all Lenders other than the amount Finance Company, on the one hand, and as being payable to the Finance Company, on the other; (2) Second, all amounts of Interest due and payable at the time of payment, as specified in the Notice of Acceleration or in any Non-Scheduled Payment Notices received by the Bontang VI Trustee, without duplication, shall be distributed is paid to the amount Agent (for the account of the Lenders other than the Finance Company) and the Finance Company, pro rata in accordance with the amounts thereof specified by the Agent in such Obligations last reported Notices as being payable to it.all Lenders other than the Finance Company, on the one hand, and as being payable to the Finance Company, on the other; (3) Third, all amounts of principal then due and payable under the Loan Agreement and the Notes, as specified in the Notice of Acceleration or in any Scheduled Payment Notices or Non- Scheduled Payment Notices received by the Bontang VI Trustee, without duplication, shall be paid to the Agent (for the account of the Lenders other than the Finance Company) and the Finance Company, pro rata in accordance with the amounts thereof specified by the Agent in such Notices as being payable to all Lenders other than the Finance Company, on the one hand, and as being payable to the Finance Company, on the other; and (4) Fourth, all amounts of Special Payments due and payable at the time of payment, as specified in the Notice of Acceleration or in any Non-Scheduled Payment Notices received by the Bontang VI Trustee, without duplication, shall be paid to the Agent (for the account of the Lenders other than the Finance Company) and the Finance Company, pro rata in accordance with the amounts thereof specified by the Agent in such Notices as being payable to all Lenders other than the Finance Company, on the one hand, and as being payable to the Finance Company, on the other; (ii) Promptly upon receipt pay over to the Debt Service Account all amounts of Source of Debt Service received in the Bontang VI General Account following receipt of the Notice of Acceleration; and (iii) Immediately upon deposit of any amounts in the Debt Service Account pursuant to Section 3.3(d)(ii), make the payments referred to in Section 3.3(d)(i), to the extent not previously paid. 36 31