Common use of Apportionment, Application and Reversal of Payments Clause in Contracts

Apportionment, Application and Reversal of Payments. Principal and interest payments (i) by U.S. Borrowers shall be apportioned ratably among all Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender), (ii) by U.K. Borrower shall be distributed to U.K. Lender subject to SECTION 2.6 or, following a refunding in accordance with SECTION 3.14, apportioned among all U.K. Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each U.K. Participant) and (iii) by Canadian Borrowers shall be distributed to Canadian Lender subject to SECTION 2.6 or, following a refunding in accordance with SECTION 3.13, apportioned among all Canadian Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each Canadian Participant). All payments of principal and interest on Revolving Credit Loans shall be remitted to Agent, Canadian Agent or U.K. Agent, as applicable, at the Appropriate Payment Office and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in SUBSECTION 3.3.1, other Collateral received by Agent, U.K. Agent or Canadian Agent, as applicable, shall be applied, ratably, subject to the provisions of this Agreement, FIRST, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agents or Lenders from the applicable Borrower; SECOND, to pay interest due from the applicable Borrower in respect of all Loans made to such Borrower, and Agent Loans; THIRD, to pay or prepay principal of Agent Loans; FOURTH, to pay or prepay principal of the Revolving Credit Loans (other than Agent Loans) and unpaid reimbursement obligations in respect of LC Obligations of the applicable Borrower; FIFTH, to cash-collateralize the U.S. LC Obligations, Canadian LC Obligations and U.K. LC Obligations of such Borrower by depositing in a cash collateral account established with the Agent on terms and conditions satisfactory to the Agent an amount in cash equal to 103% of the aggregate amount of such Obligations; SIXTH, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agents by such Borrower; SEVENTH, to pay any fees, indemnities or expense reimbursements related to Product Obligations of such Borrower; and EIGHTH, in the case of (x) payments by U.K. Borrower, to the payment of any other Obligations due to Canadian Agent or Canadian Lender by Canadian Borrower, (y) payments by Canadian Borrowers, to the payment of any other Obligations due to U.K. Agent or any Lender by U.K. Borrower and (z) payments by U.S. Borrowers, to the payment of any other Obligations due to Agents or any Lender by U.S. Borrowers, U.K. Borrower or Canadian Borrowers, ratably. Except as expressly set forth to the contrary, payments received (i) from U.S. Borrowers shall be applied only to the U.S. Obligations, (ii) from the U.K. Borrower shall be applied only to the U.K. Obligations, and (iii) from Canadian Borrowers shall be applied only to the Canadian Obligations; PROVIDED that after the U.S. Obligations, U.K. Obligations or Canadian Obligations are paid in full by U.S. Borrowers, U.K. Borrower or Canadian Borrowers, respectively, any such excess payments shall be applied PRO RATA to the other Obligations (except that any payments received from U.K. Borrower or Canadian Borrowers shall not be applied to the U.S. Obligations). After the occurrence and during the continuance of an Event of Default, as between Agents and Borrowers, Agents shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agents against the Obligations, in such manner as Agents may deem advisable, notwithstanding any entry by Agents or any Lender upon any of its books and records. Notwithstanding the preceding sentence, as between Agents and other Lenders, all such payments shall be applied in the order set forth above.

Apportionment, Application and Reversal of Payments. Principal (a) Aggregate --------------------------------------------------- principal and interest payments (i) by U.S. Borrowers from the Canadian Borrower shall be apportioned ratably among all the Canadian Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each LenderCanadian Lender but subject to Section 2.2(j) hereof with regard to Settlement of Settlement Loans, Agent Advances and all other Canadian Revolving Loans), (ii) by U.K. Borrower shall and payments of the fees shall, as applicable, be distributed to U.K. Lender subject to SECTION 2.6 or, following a refunding apportioned ratably among the Canadian Lenders in accordance with SECTION 3.14, apportioned among all U.K. Participants (according to their Participations in the unpaid principal balance of the Loans to which such payments relate held by each U.K. Participant) and (iii) by Canadian Borrowers shall be distributed to Canadian Lender subject to SECTION 2.6 or, following a refunding in accordance with SECTION 3.13, apportioned among all Canadian Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each Canadian Participant)Revolving Credit Facility Agreement. All payments of principal and interest on Revolving Credit Loans shall be remitted to Agent, Canadian the Agent or U.K. Agent, as applicable, at the Appropriate Payment Office and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in SUBSECTION 3.3.1, Accounts of the Canadian Borrower other Canadian Collateral received by the Agent, U.K. Agent or Canadian Agent, as applicable, shall be applied, ratably, subject to the provisions of this Agreement, FIRSTfirst, to pay any fees (including, ----- without limitation, the Collateral Management Fee and any audit fees), expenses, reimbursements or indemnities then due to the Agent from the Canadian Borrower; second, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) or indemnities then due to Agents or the ------ Canadian Lenders from the applicable Canadian Borrower; SECONDthird, to pay interest due from the applicable Borrower in ----- respect of all the Settlement Loans made to such Borrower, and Agent LoansAdvances under the Canadian Revolving Credit Facility; THIRD, to pay or prepay principal of Agent Loans; FOURTHfourth, to pay or prepay principal of the Settlement Loans and ------ Agent Advances under the Canadian Revolving Credit Facility; fifth, to pay ----- interest due in respect of all Canadian Revolving Loans (other than the Settlement Loans and Agent Loans) Advances), and unpaid reimbursement obligations in respect of LC Obligations Letters of Credit and F/X Transactions under the Canadian Revolving Credit Facility; sixth, to pay or prepay principal of the applicable Borrower; FIFTHCanadian Revolving ----- Loans (other than the Settlement Loans and Agent Advances) and to pay, to cash-collateralize the U.S. LC Obligations, Canadian LC Obligations and U.K. LC Obligations of such Borrower by depositing in a prepay or provide cash collateral account established with in respect of outstanding Letters of Credit under the Agent on terms Canadian Revolving Credit Facility, or any unpaid reimbursement obligations in respect thereof, as applicable; and conditions satisfactory to the Agent an amount in cash equal to 103% of the aggregate amount of such Obligations; SIXTHseventh, to the payment of any other ------- Obligation (other than amounts related to Product Obligations) due to Agents the Agent or any Canadian Lender by the Canadian Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Canadian Borrower, or unless an Event of Default is outstanding, neither the Agent nor any Canadian Lender shall apply any payment it receives to any BA Equivalent Loan or LIBOR Loan except (a) on the expiration date of the Interest Period applicable to any such Loan, or (b) in the event, and only to the extent, that there are no outstanding Prime Rate Loans or Base Rate Loans. The Agent shall promptly distribute to each Canadian Lender, pursuant to the applicable wire transfer instructions provided in writing to the Agent, or pursuant to such other instructions such funds as it may be entitled to receive. The Agent and the Canadian Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations under or in connection with the Canadian Revolving Credit Facility. (b) Aggregate principal and interest payments by the U.K. Borrower shall be apportioned ratably among the U.K. Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each U.K. Lender but subject to Section 2.2(j) hereof with regard to Settlement of Settlement Loans, Agent Advances and all other U.K. Revolving Loans), and payments of the fees shall, as applicable, be apportioned ratably among the U.K. Lenders in accordance with their Participations in the U.K. Revolving Credit Facility. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts of the U.K. Borrower or other U.K. Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees (including, without limitation, audit ----- fees), expenses, reimbursements or indemnities then due to the Agent or the Security Trustee from the U.K. Borrower; SEVENTHsecond, to pay any fees, expense ------ reimbursements or indemnities or expense reimbursements related then due to Product Obligations of such the U.K. Lenders from the U.K. Borrower; third, to pay interest due in respect of the Settlement Loans and EIGHTH----- Agent Advances under the U.K. Revolving Credit Facility; fourth, to pay or ------ prepay principal of the Settlement Loans and Agent Advances under the U.K. Revolving Credit Facility; fifth, to pay interest due in respect of all U.K. ----- Revolving Loans (other than the case Settlement Loans and Agent Advances), and unpaid reimbursement obligations in respect of Letters of Credit and F/X Transactions under the U.K. Revolving Credit Facility; sixth, to pay or prepay principal of ----- the U.K. Revolving Loans (xother than the Settlement Loans and Agent Advances) payments by and to pay, prepay or provide cash collateral in respect of outstanding Letters of Credit under the U.K. BorrowerRevolving Credit Facility, or any unpaid reimbursement obligations in respect thereof, as applicable; and seventh, to the payment of ------- any other Obligations Obligation due to Canadian Agent or Canadian Lender by Canadian Borrower, (y) payments by Canadian Borrowers, to the payment of any other Obligations due to U.K. Agent or any U.K. Lender by the U.K. Borrower and (z) payments by U.S. Borrowers, Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the U.K. Borrower, or unless an Event of Default is outstanding, neither the Agent nor any U.K. Lender shall apply any payment it receives to any LIBOR Loan except (a) on the expiration date of the Interest Period applicable to any other Obligations due to Agents such Loan, or any Lender by U.S. Borrowers(b) in the event, U.K. Borrower or Canadian Borrowers, ratably. Except as expressly set forth to the contrary, payments received (i) from U.S. Borrowers shall be applied and only to the U.S. Obligationsextent, (ii) from that there are no outstanding U.K. Reference Rate Loans. The Agent shall promptly distribute to each U.K. Lender, pursuant to the applicable wire transfer instructions provided in writing to the Agent, or pursuant to such other instructions such funds as it may be entitled to receive. The Agent and the U.K. Borrower shall be applied only to the U.K. Obligations, and (iii) from Canadian Borrowers shall be applied only to the Canadian Obligations; PROVIDED that after the U.S. Obligations, U.K. Obligations or Canadian Obligations are paid in full by U.S. Borrowers, U.K. Borrower or Canadian Borrowers, respectively, any such excess payments shall be applied PRO RATA to the other Obligations (except that any payments received from U.K. Borrower or Canadian Borrowers shall not be applied to the U.S. Obligations). After the occurrence and during the continuance of an Event of Default, as between Agents and Borrowers, Agents Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments and collections received at to any time portion of the Obligations under or times hereafter by Agents against in connection with the Obligations, in such manner as Agents may deem advisable, notwithstanding any entry by Agents or any Lender upon any of its books and records. Notwithstanding the preceding sentence, as between Agents and other Lenders, all such payments shall be applied in the order set forth above.U.K. Revolving Credit Facility

Apportionment, Application and Reversal of Payments. Principal and interest payments (i) by U.S. Borrowers Domestic Borrower shall be apportioned ratably among all Domestic Lenders (according to the unpaid principal balance of the Loans to which such payments relate related held by each Domestic Lender), and (ii) by U.K. Canadian Borrower shall be distributed to U.K. Canadian Lender subject to SECTION Section 2.6 or, following a refunding in accordance with SECTION 3.14Section 3.2.6, apportioned among Canadian Lender and all U.K. Participants Canadian Participating Lenders (according to the unpaid principal balance of the Loans to which such payments relate related held by each U.K. Participant) and (iii) by Canadian Borrowers shall be distributed to Canadian Lender subject to SECTION 2.6 or, following a refunding in accordance with SECTION 3.13, apportioned among all Canadian Participants (according to the unpaid principal balance of the Loans to which such payments relate held by and each Canadian ParticipantParticipating Lender). All payments of principal and interest on Revolving Credit Loans by Domestic Borrower shall be remitted to Administrative Agent and by Canadian Borrower shall be remitted to Canadian Agent, Canadian Agent or U.K. Agent, as applicable, at the Appropriate Payment Office and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, orCollateral, except as otherwise provided in SUBSECTION 3.3.1, other Collateral this Agreement received by Agent, U.K. Administrative Agent or Canadian Agent, as applicable, shall be applied, ratably, subject to the provisions of this Agreement, FIRSTfirst, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agents Administrative Agent, Canadian Agent, or Lenders from the applicable Borrower; SECONDsecond, to pay interest due from the applicable Borrower in respect of all Loans made to such Borrower, and Agent Loans; THIRDthird, to pay or prepay principal of Agent Loansthe Domestic Term Loan made to such Borrower; FOURTHfourth, to pay or prepay principal of the Domestic Cap Ex Loans made to such Borrower; fifth, to pay or prepay principal of the Revolving Credit Loans (other than Agent Loans) made to such Borrower and unpaid reimbursement obligations in respect of LC Obligations Domestic Letters of the applicable Credit owed by such Borrower; FIFTHsixth, with respect to payments by Domestic Borrower, to cash-collateralize pay an amount to Administrative Agent equal to the U.S. LC Obligations, Canadian LC Obligations available amount of all outstanding Domestic Letters of Credit to be held as cash Collateral for reimbursement and U.K. LC Obligations fee obligations in respect of such Borrower by depositing in a cash collateral account established with the Agent on terms and conditions satisfactory to the Agent an amount in cash equal to 103% Domestic Letters of the aggregate amount of such ObligationsCredit; SIXTHseventh, to the payment of any other Obligation (other than amounts related to Product Obligations) Derivative Obligations due to Agents Administrative Agent, Canadian Agent, any Lender or any other Bank Product Provider by such Borrower; SEVENTH, to pay any fees, indemnities or expense reimbursements related to Product Obligations of such Borrower; and EIGHTH, in the case of (x) payments by U.K. Borrowereighth, to the payment of any other Obligations due to Administrative Agent, Canadian Agent or Canadian Lender by Canadian BorrowerAgent, (y) payments by Canadian Borrowers, to the payment of any other Obligations due to U.K. Agent or any Lender by U.K. Borrower and (z) payments by U.S. Borrowers, to the payment of any other Obligations due to Agents or any Lender by U.S. Borrowers, U.K. Borrower or Canadian Borrowers, ratablysuch Borrower. Except as expressly set forth to the contrary, payments received (i) from U.S. Borrowers shall be applied only to the U.S. Obligations, (ii) from the U.K. Domestic Borrower shall be applied only to the U.K. Domestic Obligations, and (iiiii) from Canadian Borrowers Borrower shall be applied only to the Canadian Obligations; PROVIDED that after the U.S. Obligations, U.K. Obligations or Canadian Obligations are paid in full by U.S. Borrowers, U.K. Borrower or Canadian Borrowers, respectively, any such excess payments shall be applied PRO RATA to the other Obligations (except that any payments received from U.K. Borrower or Canadian Borrowers shall not be applied to the U.S. Obligations). After the occurrence and during the continuance of an Event of Default, as between Agents and Borrowers, Agents shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agents against the Obligations, in such manner as Agents may deem advisable, notwithstanding any entry by Agents or any Lender upon any of its books and records. Notwithstanding the preceding sentence, as between Agents and other Lenders, all such payments shall be applied in the order set forth above.Canadian

Apportionment, Application and Reversal of Payments. Principal and interest payments (i) by U.S. Borrowers Borrower shall be apportioned ratably among all Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender), (ii) by U.K. Borrower shall be distributed to U.K. Lender subject to SECTION Section 2.6 or, following a refunding in accordance with SECTION Section 3.14, apportioned among all U.K. Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each U.K. Participant) and (iii) by Canadian Borrowers Borrower shall be distributed to Canadian Lender subject to SECTION Section 2.6 or, following a refunding in accordance with SECTION Section 3.13, apportioned among all Canadian Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each Canadian Participant). All payments of principal and interest on Revolving Credit Loans shall be remitted to Agent, Canadian Agent or U.K. Agent, as applicable, at the Appropriate Payment Office and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in SUBSECTION subsection 3.3.1, other Collateral received by Agent, U.K. Agent or Canadian Agent, as applicable, shall be applied, ratably, subject to the provisions of this Agreement, FIRSTfirst, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due hereunder or under any of the Loan Documents to Agents or Lenders from the applicable Borrower; SECONDsecond, to pay interest due from the applicable Borrower in respect of all Loans made to such Borrower, including Swingline Loans, and Agent Loans; THIRDthird, to pay or prepay principal of Swingline Loans and Agent Loans; FOURTHfourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of LC Obligations of the applicable Borrower; FIFTHfifth, if an Event of Default exists and is continuing, to cash-collateralize the U.S. LC Obligations, Canadian LC Obligations and U.K. LC Obligations of such Borrower by depositing in a cash collateral account established with the Agent on terms and conditions satisfactory to the Agent an amount in cash equal to 103% of the aggregate amount of such Obligations; SIXTHsixth, to pay or prepay principal of the Term Loan; seventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agents by such Borrower; SEVENTHeighth, to pay any fees, indemnities or expense reimbursements related to to, or any other amounts owing any Lender or any Agent by any Borrower with respect to, Product Obligations of such Borrower; and EIGHTHninth, in the case of (x) payments by U.K. Borrower, to the payment of any other Obligations due to Canadian Agent or Canadian Lender by Canadian Borrower, (y) payments by Canadian BorrowersBorrower, to the payment of any other Obligations due to U.K. Agent or any Lender by U.K. Borrower and (z) payments by U.S. BorrowersBorrower, to the payment of any other Obligations due to Agents or any Lender by U.S. BorrowersBorrower, U.K. Borrower or Canadian BorrowersBorrower, ratably. Except as expressly set forth to the contrary, payments received (i) from U.S. Borrowers Borrower shall be applied only to the U.S. Obligations, (ii) from the U.K. Borrower shall be applied only to the U.K. Obligations, and (iii) from Canadian Borrowers Borrower shall be applied only to the Canadian Obligations; PROVIDED provided that after the U.S. Obligations, U.K. Obligations or Canadian Obligations are paid in full by U.S. BorrowersBorrower, U.K. Borrower or Canadian BorrowersBorrower, respectively, any such excess payments shall be applied PRO RATA pro rata to the other Obligations (except that any payments received from U.K. Borrower or Canadian Borrowers Borrower shall not be applied to the U.S. Obligations). After the occurrence and during the continuance of an Event of Default, as between Agents and Borrowers, Agents shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agents against the Obligations, in such manner as Agents may deem advisable, notwithstanding any entry by Agents or any Lender upon any of its books and records. Notwithstanding the preceding sentence, as between Agents and other Lenders, all such payments shall be applied in the order set forth above.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise required pursuant to the provisions of this Agreement, principal and interest payments (i) by U.S. Borrowers shall be apportioned ratably among all the Lenders (according as set forth in this Article II and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the unpaid principal balance of Agent and the Loans to which such payments relate held by each Lender), (ii) by U.K. Borrower shall be distributed to U.K. Lender subject to SECTION 2.6 or, following a refunding LC Issuer and except as provided in accordance with SECTION 3.14, apportioned among all U.K. Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each U.K. Participant) and (iii) by Canadian Borrowers shall be distributed to Canadian Lender subject to SECTION 2.6 or, following a refunding in accordance with SECTION 3.13, apportioned among all Canadian Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each Canadian Participant)this Article II. All payments of principal and interest on Revolving Credit Loans (other than those collected pursuant to Section 16.2) shall be remitted to the Agent, Canadian Agent Correspondent Lender or U.K. AgentUK Correspondent Lender, as applicablethe case may be, at the Appropriate Payment Office and all such payments not relating to principal or interest of specific Loans, Loans or not constituting payment of specific feesfees as specified by the Domestic Borrower or otherwise, and all proceeds of Accounts, or, except as provided in SUBSECTION 3.3.1, other any Collateral received by the Agent, U.K. Agent Canadian Correspondent Lender, or Canadian AgentUK Correspondent Lender, as applicablethe case may be, shall be applied, ratably, subject to the provisions of this Agreement, FIRSTfirst, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agent from the applicable Borrower (other than amounts related in connection with Banking Services or Rate Management Obligations), second, to Product Obligations) pay any fees or expense reimbursements then due to Agents or the Lenders from the applicable Borrower; SECONDBorrower (other than in connection with Banking Services or Rate Management Obligations), third, to pay interest due from the applicable Borrower in respect of all Loans made to such Borrower's Loans, including Non-Ratable Loans, Overadvances and Agent Loans; THIRDProtective Advances, to pay or prepay principal of Agent Loans; FOURTHfourth, to pay or prepay principal of the Revolving Credit Non-Ratable Loans, Overadvances and Protective Advances, fifth, to pay or prepay principal of the Loans (other than Agent Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of LC Obligations of the applicable Borrower; FIFTHFacility LCs, sixth, to cash-collateralize the U.S. LC Obligations, Canadian LC Obligations and U.K. LC Obligations of such Borrower by depositing in a cash collateral account established with the Agent on terms and conditions satisfactory pay an amount to the Agent an amount in cash equal to 103% one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such Obligations; SIXTH, seventh, to payment of any amounts owing with respect to Banking Services and Rate Management Obligations, and eighth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agents by such Borrower; SEVENTH, to pay any fees, indemnities or expense reimbursements related to Product Obligations of such Borrower; and EIGHTH, in the case of (x) payments by U.K. Borrower, to the payment of any other Obligations due to Canadian Agent or Canadian Lender by Canadian Borrower, (y) payments by Canadian Borrowers, to the payment of any other Obligations due to U.K. Agent or any Lender by U.K. Borrower and (z) payments by U.S. Borrowers, the Borrower. Notwithstanding anything to the payment of any other Obligations due to Agents contrary contained in this Agreement, unless so directed by the Domestic Borrower, or unless a Default is in existence, neither the Agent nor any Lender by U.S. Borrowersshall apply any payment which it receives to any Fixed Rate Loan, U.K. Borrower except (a) on the expiration date of the Interest Period applicable to any such Fixed Rate Loan or Canadian Borrowers(b) in the event, ratably. Except as expressly set forth to the contrary, payments received (i) from U.S. Borrowers shall be applied and only to the U.S. Obligationsextent, (ii) from that there are no outstanding Floating Rate Loans and, in any event, the U.K. applicable Borrower shall be applied only to pay the U.K. Obligations, and (iii) from Canadian Borrowers shall be applied only to the Canadian Obligations; PROVIDED that after the U.S. Obligations, U.K. Obligations or Canadian Obligations are paid breakage losses in full by U.S. Borrowers, U.K. Borrower or Canadian Borrowers, respectively, any such excess payments shall be applied PRO RATA to the other Obligations (except that any payments received from U.K. Borrower or Canadian Borrowers shall not be applied to the U.S. Obligations). After the occurrence and during the continuance of an Event of Default, as between Agents and Borrowers, Agents shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agents against the Obligations, in such manner as Agents may deem advisable, notwithstanding any entry by Agents or any Lender upon any of its books and records. Notwithstanding the preceding sentence, as between Agents and other Lenders, all such payments shall be applied in the order set forth aboveaccordance with Section 3.

Apportionment, Application and Reversal of Payments. Principal and interest payments (i) by U.S. Borrowers shall be apportioned ratably among all the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender), (ii) by U.K. Borrower shall be distributed to U.K. Lender subject to SECTION 2.6 or, following a refunding in accordance with SECTION 3.14, apportioned among all U.K. Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each U.K. Participant) and (iii) by Canadian Borrowers shall be distributed to Canadian Lender subject to SECTION 2.6 or, following a refunding in accordance with SECTION 3.13, apportioned among all Canadian Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each Canadian Participant). All payments of principal and interest on Revolving Credit Loans by Domestic Borrowers shall be remitted to Administrative Agent, Canadian Agent or U.K. Agent, as applicable, at the Appropriate Payment Office and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, Accounts or, except as provided in SUBSECTION Section 3.3.1, other Collateral received by Administrative Agent, U.K. Agent or Canadian Agent, as applicable, shall be applied, ratably, subject to the provisions of this Agreement, FIRSTfirst, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agents Administrative Agent, Bank or Lenders from the applicable BorrowerDomestic Borrowers; SECONDsecond, to pay interest due from the applicable Borrower Domestic Borrowers in respect of all Domestic Revolving Credit Loans made to such Borrower, and Agent Loansthe Domestic Term Loan; THIRD, to pay or prepay principal of Agent Loans; FOURTHthird, to pay or prepay principal of the Domestic Term Loan; fourth, to pay or prepay principal of the Domestic Revolving Credit Loans (other than Agent Loans) and unpaid reimbursement obligations in respect of LC Obligations Letters of the applicable BorrowerCredit; FIFTHfifth, to cash-collateralize pay an amount to Administrative Agent equal to the U.S. LC Obligations, Canadian LC Obligations available amount of all outstanding Letters of Credit to be held as cash collateral for reimbursement and U.K. LC Obligations fee obligations in respect of such Borrower by depositing in a cash collateral account established with the Agent on terms Letters of Credit; and conditions satisfactory to the Agent an amount in cash equal to 103% of the aggregate amount of such Obligations; SIXTHsixth, to the payment of any other Obligation (other than amounts related to Product Obligations) Domestic Obligations due to Agents the Administrative Agent, Bank or any Lender by Domestic Borrowers. All payments by Canadian Borrower shall be remitted to Canadian Agent, and all such Borrower; SEVENTHpayments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or, except as provided in Section 3.3.1, other Collateral received by Canadian Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities indemnities, or expense reimbursements related then due to Product Obligations of such Canadian Agent, Canadian Lender or Canadian Participating Lender from Canadian Borrower; second, to pay interest due from Canadian Borrower in respect of all Canadian Revolving Credit Loans and EIGHTHthe Canadian Term Loan; third, in to pay or prepay principal of the case Canadian Term Loan; fourth, to pay or prepay principal of (x) payments by U.K. Borrowerthe Canadian Revolving Credit Loan; and fifth, to the payment of any other Canadian Obligations due to the Canadian Agent Agent, the Canadian Lender or any Canadian Participating Lender by Canadian Borrower, (y) payments by Canadian Borrowers, to the payment of any other Obligations due to U.K. Agent or any Lender by U.K. Borrower and (z) payments by U.S. Borrowers, to the payment of any other Obligations due to Agents or any Lender by U.S. Borrowers, U.K. Borrower or Canadian Borrowers, ratably. Except as expressly set forth to the contrary, payments received (i) from U.S. Borrowers shall be applied only to the U.S. Obligations, (ii) from the U.K. Borrower shall be applied only to the U.K. Obligations, and (iii) from Canadian Borrowers shall be applied only to the Canadian Obligations; PROVIDED that after the U.S. Obligations, U.K. Obligations or Canadian Obligations are paid in full by U.S. Borrowers, U.K. Borrower or Canadian Borrowers, respectively, any such excess payments shall be applied PRO RATA to the other Obligations (except that any payments received from U.K. Borrower or Canadian Borrowers shall not be applied to the U.S. Obligations). After the occurrence and during the continuance of an Event of Default, as between Agents Administrative Agent and Borrowers, Agents Canadian Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agents Administrative Agent or Canadian Agent or their agents against the Domestic Obligations and the Canadian Obligations, respectively, in such manner as Agents Administrative Agent or Canadian Agent may deem advisable, notwithstanding any entry by Agents Administrative Agent, Canadian Agent, Bank or any Lender upon any of its books and records. Notwithstanding the preceding sentence, as between Agents and other Lenders, all such payments shall be applied in the order set forth above.

Apportionment, Application and Reversal of Payments. (a) Principal and interest payments (i) by U.S. Borrowers in respect of Canadian Revolving Loans shall be apportioned ratably among all the Canadian Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender), (ii) by U.K. Borrower shall be distributed to U.K. Lender subject to SECTION 2.6 or, following a refunding in accordance with SECTION 3.14, apportioned among all U.K. Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each U.K. Participant) and (iii) by Canadian Borrowers shall be distributed to Canadian Lender subject to SECTION 2.6 or, following a refunding in accordance with SECTION 3.13, apportioned among all Canadian Participants (according to the unpaid principal balance of the Revolving Loans to which such payments relate held by each Canadian Participant)Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Canadian Lenders, except for fees payable by the Canadian Borrower solely to the Agent, the BP Provider, Royal Bank, each Lender (in respect of Pro Rata Canadian Letters of Credit) or the Canadian Letter of Credit Issuer. All payments by the Canadian Borrower in respect of principal Obligations (other than Obligations under Bank Products, which shall be remitted directly to the BP Provider and interest on Revolving Credit Loans Obligations under Hedge Agreements, which shall be remitted directly to the Lender who is a counterparty to such Hedge Agreement with the Canadian Borrower or any other Canadian Loan Party) shall be remitted to Agent, Canadian the Agent or U.K. Agent, (except as applicable, at the Appropriate Payment Office expressly provided herein otherwise) and all such payments (to the extent not relating to principal or interest of specific Canadian Revolving Loans, or not constituting payment of specific fees, fees or expenses) and all proceeds of AccountsAccounts or other Collateral of the Canadian Loan Parties received by the Agent, orshall be applied, ratably, subject to the provisions of this Agreement (including, in the case of Bank Products, the definition thereof and Section 1.5): (i) So long as no Event of Default has occurred and is continuing: first, to pay any fees, indemnities or expense reimbursements (other than any amounts relating to Bank Products), then due to the Agent or any of its Affiliates from the Canadian Borrower; second, to pay any fees or expense reimbursements (other than any amounts relating to Bank Products that are (a) without giving effect to any demand requirement thereunder); eighth, to the payment (for greater certainty, ratably amongst the Canadian Lenders and their affiliates providing Hedge Agreements to Canadian Loan Parties) of any Obligations relating to Hedge Agreements then due to any Lender or any of their Affiliates by the Canadian Borrower or any other Canadian Loan Party in a maximum amount to each such Lender that is the lesser of (i) the Hedging Amount previously advised to the Agent in writing and (ii) the Allocated Amount of such Lender; ninth, to the payment of any other Obligations (other than Hedge Agreements) then due by the Canadian Borrower or other Canadian Loan Party; tenth, to the payment (for greater certainty, ratably amongst the Canadian Lenders and their affiliates providing Hedge Agreements to Canadian Loan Parties) of any Obligations relating to Hedging Agreements then due to any such Lender or any of their Affiliates by the Canadian Borrower or any other Canadian Loan Party which Obligations did not qualify under 3.7(a)(i) eighth; and eleventh, to the Canadian Borrower. (ii) Upon the occurrence and during the continuance of an Event of Default: first, to pay any fees, indemnities or expense reimbursements (other than any amounts relating to Bank Products) then due to the Agent from the Canadian Borrower; second, to pay any fees, indemnities or expense reimbursements (other than amounts relating to Bank Products that are Hedge Agreements) then due to the BP Provider (including its Affiliates) and Canadian Lenders from the Canadian Borrower or any other Canadian Loan Party; third, to pay interest due in respect of all Canadian Revolving Loans, including Canadian Agent Advances and Overdraft Accommodations (together with any amounts payable under Section 4.1 with respect to such interest); fourth, to pay or prepay principal of the Canadian Agent Advances, Overdraft Accommodations and amounts relating to Bank Products that are not Hedge Agreements; fifth, to pay or prepay principal of the Canadian Revolving Loans (other than Canadian Agent Advances, Overdraft Accommodations and Bank Products that are not Hedge Agreements) and unpaid reimbursement obligations in respect of Pro Rata Canadian Letters of Credit and Canadian Letters of Credit; sixth, to pay an amount to the Agent equal to all outstanding Obligations (contingent or otherwise) with respect to Pro Rata Canadian Letters of Credit and Canadian Letters of Credit to be held as cash collateral for such Obligations; seventh, to the payment (for greater certainty, ratably amongst the Canadian Lenders and their affiliates providing Hedge Agreements to Canadian Loan Parties) of any Obligations relating to Hedge Agreements then due to any Lender or any of their Affiliates by the Canadian Borrower or any other Canadian Loan Party in a maximum amount to each such Lender that is the lesser of (i) the Hedging Amount previously advised to the Agent in writing and (ii) the Allocated Amount of such Lender; eighth, to the payment of any other Obligations (other than Hedge Agreements) of the Canadian Borrower and other Canadian Loan Parties then due; ninth, to the payment (for greater certainty, ratably amongst the Canadian Lenders and their Affiliates providing Hedge Agreements to Canadian Loan Parties) of any Obligations relating to Hedging Agreements then due to any such Lender or any of their Affiliates by the Canadian Borrower or any other Canadian Loan Party which Obligations did not qualify under 3.7(a)(ii) seventh; tenth, to the payment of Obligations of the U.S. Borrowers in order of priority set forth in 3.7(b)(ii) (other than clause twelfth); eleventh, to the payment (for greater certainty, ratably amongst former Canadian Lenders and their Affiliates who provided Hedge Agreements to Canadian Loan Parties during such former Canadian Lender’s tenure as a Canadian Lender hereunder) of any Obligations relating to Hedging Agreements (provided during such tenure) then due to any such former Lender or any of their Affiliates by the Canadian Borrower or any other Canadian Loan Party; and twelfth, to the Canadian Borrower or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Canadian Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Canadian Lender, (i) shall apply any payments which it receives to applicable Obligations unless such payments received are in the same currency in which such applicable Obligations are denominated, provided that the Borrowings shall not exceed applicable Availability as a consequence thereof, and provided further that the Agent may, in its sole discretion, nevertheless apply the Equivalent Amount of payments received in one currency to applicable Obligations denominated in another currency, and (ii) shall apply any payments which it receives to any BA Equivalent Revolving Loan or LIBOR Revolving Loan of the Canadian Borrower, except as provided (a) on the expiration date of the BA Equivalent Interest Period applicable to any such BA Equivalent Revolving Loan or the LIBOR Interest Period applicable to any such LIBOR Revolving Loan, or (b) in SUBSECTION 3.3.1the event, other Collateral received and only to the extent, that there are no outstanding Canadian Prime Rate Revolving Loans owing by Agentthe Canadian Borrower (in the case of BA Equivalent Revolving Loans) or ABR Revolving Loans (in the case of LIBOR Revolving Loans) owing by the Canadian Borrower and, U.K. in any event, the Canadian Borrower shall pay BA Equivalent and LIBOR Rate breakage losses in accordance with Section 4.4(a). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply, in each instance in accordance with this Section 3.7, any and all such proceeds and payments to any portion of the Obligations. Agent shall have no obligation to calculate the amount to be distributed with respect to any Hedging Agreements, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Lender (or Canadian Agentits Affiliates). In the absence of such notice, Agent may assume the amount to be distributed is the Hedging Amount last reported to it. (b) Principal and interest payments in respect of U.S. Revolving Loans shall be apportioned ratably among the U.S. Lenders (according to the unpaid principal balance of the U.S. Revolving Loans to which such payments relate held by each U.S. Lender) and payments of the fees shall, as applicable, be apportioned ratably among the U.S. Lenders, except for (i) fees payable by U.S. Borrowers solely to the Agent, the Bank, U.S. Cash Management Provider or the U.S. Letter of Credit Issuer, and (ii) expense reimbursements and indemnification payments owed to any U.S. Lender. All payments by U.S. Borrowers in respect of Obligations (other than Obligations under Hedge Agreements which shall be remitted directly to Lender that is a counterparty to such Hedge Agreement with U.S. Borrowers or U.S. Loan Parties) shall be remitted to the Agent (except as expressly provided herein otherwise) and all such payments (to the extent not relating to principal or interest of specific U.S. Revolving Loans, or not constituting payment of specific fees or expenses) and all proceeds of Accounts or other Collateral of U.S. Borrowers and U.S. Loan Parties received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement: (i) So long as no Event of Default has occurred and is continuing, FIRSTfirst, to pay any fees, indemnities, indemnities or expense reimbursements (other than amounts related to Product Obligations) reimbursements, then due to Agents the Agent, the Bank or Lenders any of their Affiliates from the applicable BorrowerU.S. Borrowers; SECOND, to pay interest due from the applicable Borrower in respect of all Loans made to such Borrower, and Agent Loans; THIRD, to pay or prepay principal of Agent Loans; FOURTH, to pay or prepay principal of the Revolving Credit Loans (other than Agent Loans) and unpaid reimbursement obligations in respect of LC Obligations of the applicable Borrower; FIFTH, to cash-collateralize the U.S. LC Obligations, Canadian LC Obligations and U.K. LC Obligations of such Borrower by depositing in a cash collateral account established with the Agent on terms and conditions satisfactory to the Agent an amount in cash equal to 103% of the aggregate amount of such Obligations; SIXTH, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agents by such Borrower; SEVENTHsecond, to pay any fees, indemnities or expense reimbursements (other than any amounts related to Product Bank Products) then due to the U.S. Lenders from the U.S. Borrowers; third, to pay interest due in respect of all U.S. Revolving Loans, including U.S. Agent Advances, made to the U.S. Borrowers; fourth, to pay or prepay principal of the U.S. Agent Advances; fifth, to pay an amount to the U.S. Cash Management Provider equal to all outstanding Obligations with respect to any outstanding U.S. Overadvance; sixth, to pay or prepay principal of the U.S. Revolving Loans (other than U.S. Agent Advances) and unpaid reimbursement obligations in respect of U.S. Letters of Credit; seventh, to pay an amount to the Agent equal to all outstanding Obligations (contingent or otherwise) with respect to U.S. Letters of Credit to be held as cash collateral for such Obligations (but only to the extent such cash collateralization is necessary to comply with the requirements of the third sentence of Section 3.1(b) without giving effect to any demand requirement thereunder); eighth, to the payment (for greater certainty, ratably amongst the U.S. Lenders and their Affiliates providing Hedge Agreements to U.S. Loan Parties) of any Obligations relating to Hedge Agreements then due to any such Lender or any of their Affiliates by the U.S. Borrowers or any other U.S. Loan Party in a maximum amount to each such Lender that is the lesser of (i) the Hedging Amount previously advised to the Agent in writing and (ii) the Allocated Amount of such BorrowerLender; and EIGHTH, in the case of (x) payments by U.K. Borrowerninth, to the payment of any other Obligations (other than under Hedge Agreements) then due to Canadian Agent or Canadian Lender by Canadian Borrower, (y) payments by Canadian BorrowersU.S. Borrowers and U.S. Loan Parties; and tenth, to the payment (for greater certainty, ratably amongst the U.S. Lenders and their Affiliates providing Hedge Agreements to U.S. Loan Parties) of any other Obligations relating to Hedging Agreements then due to U.K. Agent any such Lender or any Lender of their Affiliates by U.K. Borrower and (z) payments by the U.S. Borrowers, to the payment of Borrowers or any other U.S. Loan Party which Obligations due to Agents or any Lender by U.S. Borrowers, U.K. Borrower or Canadian Borrowers, ratably. Except as expressly set forth to the contrary, payments received (idid not qualify under 3.7(b)(i) from U.S. Borrowers shall be applied only to the U.S. Obligations, eighth. (ii) from the U.K. Borrower shall be applied only to the U.K. Obligations, and (iii) from Canadian Borrowers shall be applied only to the Canadian Obligations; PROVIDED that after the U.S. Obligations, U.K. Obligations or Canadian Obligations are paid in full by U.S. Borrowers, U.K. Borrower or Canadian Borrowers, respectively, any such excess payments shall be applied PRO RATA to the other Obligations (except that any payments received from U.K. Borrower or Canadian Borrowers shall not be applied to the U.S. Obligations). After Upon the occurrence and during the continuance of an Event of Default: first, to pay any fees, indemnities or expense reimbursements then due to the Agent, the Bank or any of their Affiliates from the U.S. Borrowers; second, to pay any fees, indemnities or expense reimbursements (other than any amounts related to Bank Products) then due to the U.S. Lenders from the U.S. Borrowers; third, to pay interest due in respect of all U.S. Revolving Loans, including U.S. Agent Advances, made to the U.S. Borrowers; fourth, to pay or prepay principal of the U.S. Agent Advances; fifth, to pay an amount to the U.S. Cash Management Provider equal to all outstanding Obligations with respect to any outstanding U.S. Overadvance; sixth, to pay or prepay all principal of the U.S. Revolving Loans (other than U.S. Agent Advances) and unpaid reimbursement obligations in respect of U.S. Letters of Credit; seventh, to pay an amount to the Agent equal to all outstanding Obligations (contingent or otherwise) with respect to U.S. Letters of Credit to be held as between Agents cash collateral for such Obligations; eighth, to the payment (for greater certainty, ratably amongst the U.S. Lenders and their affiliates providing Hedge Agreements to U.S. Loan Parties) of any Obligations relating to Hedge Agreements then due to any such Lender or any of their Affiliates by the U.S. Borrowers or any other U.S. Loan Party in a maximum amount to each such Lender that is the lesser of (i) the Hedging Amount previously advised to the Agent in writing and (ii) the Allocated Amount of such Lender; ninth, to the payment of any other Obligations (other than Hedge Agreements) of U.S. Borrowers then due; tenth, to the payment (for greater certainty, ratably amongst the U.S. Lenders and their Affiliates providing Hedge Agreements to U.S. Loan Parties) of any Obligations relating to Hedging Agreements then due to any such Lender or any of their Affiliates by the U.S. Borrowers or any other U.S. Loan Party which Obligations did not qualify under 3.7(b)(ii) eighth; eleventh, to the payment of Obligations of the Canadian Borrower in the order of priority set forth in Section 3.7(a)(ii) (other than clause twelfth); twelfth, to the payment (for greater certainty, ratably amongst former U.S. Lenders and their Affiliates who provided Hedge Agreements to U.S. Loan Parties during such former U.S. Lender’s tenure as a U.S. Lender hereunder) of any Obligations relating to Hedging Agreements (provided during such tenure) then due to any such former Lender or any of their Affiliates by the U.S. Borrowers or any other U.S. Loan Party; and thirteenth, to the U.S. Borrowers or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the U.S. Borrowers, Agents or unless an Event of Default has occurred and is continuing, neither the Agent nor any U.S. Lender shall apply any payments which it receives to any LIBOR Revolving Loan of any U.S. Borrower, except (a) on the expiration date of the LIBOR Interest Period applicable to any such LIBOR Revolving Loan, (b) in the event, and only to the extent, that there are no outstanding U.S. Prime Rate Revolving Loans owing by the U.S. Borrowers and, in any event, the U.S. Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4(b), or (c) the Agent and the Lenders shall have the continuing and exclusive right to apply and reapply reverse and reapply, in each instance in accordance with this Section 3.7, any and all such proceeds and payments and collections received at to any time or times hereafter by Agents against portion of the Obligations. Agent shall have no obligation to calculate the amount to be distributed with respect to any Hedging Agreements, in but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Lender (or its Affiliates). In the absence of such manner as Agents notice, Agent may deem advisable, notwithstanding any entry by Agents or any Lender upon any of its books and records. Notwithstanding assume the preceding sentence, as between Agents and other Lenders, all such payments shall amount to be applied in distributed is the order set forth aboveHedging Amount last reported to it.

Apportionment, Application and Reversal of Payments. Principal and interest payments (i) by U.S. Borrowers Domestic Borrower shall be apportioned ratably among all Domestic Lenders (according to the unpaid principal balance of the Loans to which such payments relate related held by each Domestic Lender), (ii) by U.K. Canadian Borrower shall be distributed to U.K. Canadian Lender subject to SECTION Section 2.6 or, following a -42- refunding in accordance with SECTION 3.14Section 3.2.6, apportioned among Canadian Lender and all U.K. Participants Canadian Participating Lenders (according to the unpaid principal balance of the Loans to which such payments relate related held by Canadian Lender and each U.K. Participant) Canadian Participating Lender), and (iii) by Canadian UK Borrowers shall be distributed to Canadian UK Lender subject to SECTION Section 2.6 or, following a refunding in accordance with SECTION 3.13Section 3.2.7, apportioned among UK Lender and all Canadian Participants UK Participating Lenders (according to the unpaid principal balance of the Loans to which such payments relate related held by UK Lender and each Canadian ParticipantUK Participating Lender). All payments of principal and interest on Revolving Credit Loans by Domestic Borrower shall be remitted to Administrative Agent, by Canadian Agent or U.K. Borrower shall be remitted to Canadian Agent, as applicableand by UK Borrowers shall be remitted to UK Agent, at the Appropriate Payment Office and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, Accounts or, except as provided in SUBSECTION 3.3.1Section 3.3, other Collateral received by Administrative Agent, U.K. Canadian Agent or Canadian UK Agent, as applicable, shall be applied, ratably, subject to the provisions of this Agreement, FIRSTfirst, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agents Administrative Agent, Canadian Agent, UK Agent, Bank or Lenders from the applicable Borrower; SECONDsecond, to pay interest due from the applicable Borrower in respect of all Loans made to such Borrower, and Agent Loans; THIRDthird, to pay or prepay principal of Agent Loansany Term Loan made to such Borrower; FOURTHfourth, to pay or prepay principal of the Revolving Credit Loans (other than Agent Loans) made to such Borrower and unpaid reimbursement obligations in respect of LC Obligations Letters of the applicable Borrower; FIFTH, to cash-collateralize the U.S. LC Obligations, Canadian LC Obligations and U.K. LC Obligations of such Borrower by depositing in a cash collateral account established with the Agent on terms and conditions satisfactory to the Agent an amount in cash equal to 103% of the aggregate amount of such Obligations; SIXTH, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agents Credit owed by such Borrower; SEVENTHfifth, with respect to payments by Domestic Borrower, to pay any fees, indemnities or expense reimbursements related an amount to Product Obligations Administrative Agent equal to the available amount of all outstanding Domestic Letters of Credit to be held as cash Collateral for reimbursement and fee obligations in respect of such BorrowerDomestic Letters of Credit; sixth, with respect to payments by UK Borrowers, to pay an amount to UK Agent equal to the available amount of all outstanding UK Letters of Credit to be held as cash Collateral for reimbursement and fee obligations in respect of such UK Letters of Credit; and EIGHTH, in the case of (x) payments by U.K. Borrowerseventh, to the payment of any other Obligations due to the Administrative Agent, Canadian Agent or Canadian Lender by Canadian BorrowerAgent, (y) payments by Canadian BorrowersUK Agent, to the payment of any other Obligations due to U.K. Agent Bank or any Lender by U.K. Borrower and (z) payments by U.S. Borrowers, to the payment of any other Obligations due to Agents or any Lender by U.S. Borrowers, U.K. Borrower or Canadian Borrowers, ratablysuch Borrower. Except as expressly set forth to the contrary, payments received (i) from U.S. Borrowers shall be applied only to the U.S. Obligations, (ii) from the U.K. Domestic Borrower shall be applied only to the U.K. Domestic Obligations, and (iiiii) from Canadian Borrowers Borrower shall be applied only to the Canadian Obligations; PROVIDED that after the U.S. Obligations, U.K. Obligations or Canadian Obligations are paid in full by U.S. Borrowers, U.K. Borrower or Canadian Borrowers, respectively, any such excess payments and (iii) from UK Borrowers shall be applied PRO RATA only to the other Obligations (except that any payments received from U.K. Borrower or Canadian Borrowers shall not be applied UK Obligations. Subject to the U.S. Obligations). After provisions of this Section 3.4.2, after the occurrence and during the continuance of an Event of Default, as between Agents Administrative Agent, Canadian Agent and Borrowers, Agents UK Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agents Administrative Agent, Canadian Agent or UK Agent or their agents against the Obligations, in such manner as Agents Administrative Agent, Canadian Agent or UK Agent may deem advisable, notwithstanding any entry by Agents Administrative Agent, Canadian Agent, UK Agent, Bank or any Lender upon any of its books and records. Notwithstanding the preceding sentence, as between Agents and other Lenders, all such payments shall be applied in the order set forth above.

Apportionment, Application and Reversal of Payments. Principal and interest payments (i) by U.S. Borrowers Borrower shall be apportioned ratably among all Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender), (ii) by U.K. Borrower Borrowers shall be distributed to U.K. Lender subject to SECTION Section 2.6 or, following a refunding in accordance with SECTION Section 3.14, apportioned among all U.K. Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each U.K. Participant) and (iii) by Canadian Borrowers Borrower shall be distributed to Canadian Lender subject to SECTION Section 2.6 or, following a refunding in accordance with SECTION Section 3.13, apportioned among all Canadian Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each Canadian Participant). All payments of principal and interest on Revolving Credit Loans shall be remitted to Agent, Canadian Agent or U.K. Agent, as applicable, at the Appropriate Payment Office and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and, after the occurrence and during the continuance of a Cash Collection Triggering Event, all proceeds of Accounts, or, except as provided in SUBSECTION 3.3.1, Accounts or other Collateral received by Agent, U.K. Agent or Canadian Agent, as applicable, shall be applied, ratably, subject to the provisions of this Agreement, FIRSTfirst, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agents or Lenders from the applicable Borrower; SECONDsecond, to pay interest due from the applicable Borrower in respect of all Loans made to such Borrower, including Swingline Loans, as applicable, and Agent Loans; THIRDthird, to pay or prepay principal of Swingline Loans and Agent Loans; FOURTHfourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of LC Obligations of the applicable Borrower; FIFTHfifth, if an Event of Default has occurred and is continuing and Agent or the Majority Lenders so request, to cash-collateralize the U.S. LC Obligations, Canadian LC Obligations and U.K. LC Obligations of such Borrower by depositing in a cash collateral account established with the Agent on terms and conditions satisfactory to the Agent an amount in cash equal to 103% of the aggregate amount of such LC Obligations; SIXTHsixth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agents by such Borrower; SEVENTHseventh, to pay any fees, indemnities or expense reimbursements related to Product Obligations of such Borrower; and EIGHTHeighth, in the case of (x) payments by a U.K. Borrower, to the payment of any other Obligations due to Canadian Agent or Canadian Lender by Canadian Borrower, (y) payments by Canadian BorrowersBorrower, to the payment of any other Obligations due to U.K. Agent or any Lender by U.K. Borrower Borrowers and (z) payments by U.S. BorrowersBorrower, to the payment of any other Obligations due to Agents or any Lender by U.S. BorrowersBorrower, any U.K. Borrower or Canadian BorrowersBorrower, ratably; and ninth to the applicable Borrower. Except as expressly set forth to the contrary, payments received (i) from U.S. Borrowers Borrower shall be applied only to the U.S. Obligations, (ii) from the any U.K. Borrower shall be applied only to the U.K. Obligations, and (iii) from Canadian Borrowers Borrower shall be applied only to the Canadian Obligations; PROVIDED provided that after the U.S. Obligations, U.K. Obligations or Canadian Obligations are paid in full by U.S. BorrowersBorrower, U.K. Borrower or Canadian BorrowersBorrower, respectively, any such excess payments shall be applied PRO RATA pro rata to the other Obligations (except that any payments received from U.K. Borrower or Canadian Borrowers Borrower shall not be applied to the U.S. Obligations). After the occurrence and during the continuance of an Event of Default, as between Agents and Borrowers, Agents shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agents against the Obligations, in such manner as Agents may deem advisable, notwithstanding any entry by Agents or any Lender upon any of its books and records. Notwithstanding the preceding sentence, as between Agents and other Lenders, all such payments shall be applied in the order set forth above. Notwithstanding anything to the contrary in this Agreement, payments received (i) from U.S. Borrower may be applied to the U.S. Obligations, the U.K. Obligations and the Canadian Obligations, (ii) from any U.K. Borrower shall be applied only to the U.K. Obligations and the Canadian Obligations, and (iii) from Canadian Borrower shall be applied only to the Canadian Obligations and the U.K. Obligations.