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. 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 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 Borrower 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, except as provided in subsection 3.3.1, all proceeds of 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, first, 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; second, to pay interest due from the applicable Borrower in respect of all Loans made to such Borrower, including Swingline Loans, and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans made to such Borrower; fourth, 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; fifth, 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; sixth, to pay or prepay principal of the Term Loan made to such Borrower; seventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agents by such Borrower; eighth, to pay any fees, indemnities or expense reimbursements related to, or any other amounts owing any Lender or any Agent by the applicable Borrower with respect to, Product Obligations of such Borrower; and ninth, in the case of (x) payments by U.K. Borrower, to the payment of any other Obligations due to any Agent or any Lender by U.S. Borrower and (y) payments by U.S. Borrower, to the payment of any other Obligations due to Agents or any Lender by U.S. Borrower, U.K. Borrower or Canadian Borrower, ratably. Except as expressly set forth to the contrary, payments received (i) from U.S. 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 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. Borrower, U.K. Borrower or Canadian Borrower, respectively, any such excess payments shall be applied pro rata to the other Obligations (except that (i) any payments received from Canadian Borrower shall not be applied to the U.S. Obligations, (ii) any payments received from U.K. Borrower shall not be applied to the Canadian Obligations and (iii) any payments received from Canadian Borrower shall not be applied to the U.K. 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 Article XVI, principal and interest payments (i) by U.S. Borrower 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 LC Issuer and except as provided in 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 Borrower 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 Participant2.10(c). All payments of principal and interest on Revolving Credit Loans (other than those collected pursuant to Section 16.2) 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, Loans or not constituting payment of specific feesfees as specified by the Borrower, and, except as provided in subsection 3.3.1, and all proceeds of Accounts or other any Collateral received by the 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 including amounts then due to the Agent from the 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 hereunder or under any of to the Loan Documents to Agents or 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 Borrowerthe Loans, including Swingline Non-Ratable Loans, Overadvances and Agent Loans; thirdProtective Advances, to pay or prepay principal of Swingline Loans and Agent Loans made to such Borrower; fourth, to pay or prepay principal of the Non-Ratable Loans, Overadvances and Protective Advances, fifth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans Non-Ratable Loans, Overadvances and Agent LoansProtective Advances) and unpaid reimbursement obligations in respect of LC Obligations of the applicable Borrower; fifthFacility LCs, if an Event of Default exists and is continuingsixth, 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 pay or prepay principal payment of the Term Loan made any amounts owing with respect to such Borrower; seventhBanking 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; eighth, to pay any fees, indemnities or expense reimbursements related to, or any other amounts owing any Lender or any Agent by the applicable Borrower with respect to, Product Obligations of such Borrower; and ninth, in the case of (x) payments by U.K. Borrower, to the payment of any other Obligations due to any Agent or any Lender by U.S. Borrower and (y) payments the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by U.S. the Borrower, to or unless a Default is in existence, neither the payment of any other Obligations due to Agents or Agent nor any Lender by U.S. Borrowershall apply any payment which it receives to any Eurodollar Loan, U.K. Borrower except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or Canadian Borrower(b) in the event, ratably. Except as expressly set forth to the contrary, payments received (i) from U.S. Borrower 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. Borrower shall be applied only to pay the U.K. Obligations, Eurodollar breakage losses in accordance with Section 3.4. The Agent and (iii) from Canadian 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. Borrower, U.K. Borrower or Canadian Borrower, respectively, any such excess payments shall be applied pro rata to the other Obligations (except that (i) any payments received from Canadian Borrower shall not be applied to the U.S. Obligations, (ii) any payments received from U.K. Borrower shall not be applied to the Canadian Obligations and (iii) any payments received from Canadian Borrower shall not be applied to the U.K. 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 or times hereafter by Agents against portion of 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. Borrower 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 Borrower 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, except as provided in subsection 3.3.1, and all proceeds of Accounts or 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, first, 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 hereunder or under any of to the Loan Documents to Agents or 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 Swingline Non-Ratable Loans, Overadvances and Agent Loans; thirdProtective Advances, to pay or prepay principal of Swingline Loans and Agent Loans made to such Borrower; fourth, 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 Swingline Loans Non-Ratable Loans, Overadvances and Agent LoansProtective Advances) and unpaid reimbursement obligations in respect of LC Obligations of the applicable Borrower; fifthFacility LCs, if an Event of Default exists and is continuingsixth, 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 pay or prepay principal payment of the Term Loan made any amounts owing with respect to such Borrower; seventhBanking 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; eighth, to pay any fees, indemnities or expense reimbursements related to, or any other amounts owing any Lender or any Agent by the applicable Borrower with respect to, Product Obligations of such Borrower; and ninth, in the case of (x) payments by U.K. Borrower, to the payment of any other Obligations due to any Agent or any Lender by U.S. Borrower and (y) payments the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by U.S. the Domestic Borrower, to or unless a Default is in existence, neither the payment of any other Obligations due to Agents or Agent nor any Lender by U.S. Borrowershall 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 Borrower(b) in the event, ratably. Except as expressly set forth to the contrary, payments received (i) from U.S. Borrower 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, breakage losses in accordance with Section 3.4. The Agent and (iii) from Canadian 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. Borrower, U.K. Borrower or Canadian Borrower, respectively, any such excess payments shall be applied pro rata to the other Obligations (except that (i) any payments received from Canadian Borrower shall not be applied to the U.S. Obligations, (ii) any payments received from U.K. Borrower shall not be applied to the Canadian Obligations and (iii) any payments received from Canadian Borrower shall not be applied to the U.K. 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 or times hereafter by Agents against portion of the Obligations. Furthermore, notwithstanding anything to the contrary contained in this Agreement, in such manner as Agents may deem advisable, notwithstanding no event shall any entry payment made by Agents a Canadian Loan Party or a UK Loan Party for any reason whatsoever or any Lender upon any proceeds of its books and records. Notwithstanding Collateral owned by the preceding sentence, as between Agents and other Lenders, all such payments shall Canadian Borrower or the UK Borrower be applied in to any Obligation other than the order set forth aboveCanadian Obligations or the UK Obligations.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise required pursuant to Section 2.19, principal and interest payments (i) by U.S. Borrower 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 or 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 LC Issuer and except as provided in 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 Borrower 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 Participant2.10(c). 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, Loans or not constituting payment of specific feesfees as specified by the Borrower Representative, and, except as provided in subsection 3.3.1, and all proceeds of Accounts or other any Collateral received by the 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 including amounts then due to the Agent from the Borrowers (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 hereunder or under any of to the Loan Documents to Agents or Lenders from the applicable Borrower; secondBorrowers (other than in connection with Banking Services or Rate Management Obligations), third, to pay interest due from the applicable Borrower in respect of all the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to interest then due and payable on the Supplemental Term Loans made to such Borrower, including Swingline and then the Term A Loans, sixth, to prepay the principal installments of the Supplemental Term Loans in inverse order of maturity and Agent then to the Term A Loans in the inverse order of maturity, seventh, to pay interest due in respect of the Non-Ratable Loans; third, eighth, to pay interest due in respect of the Revolving Loans (other than Non-Ratable Loans, Overadvances and Protective Advances), ninth, to pay or prepay principal of Swingline Loans and Agent Loans made to such Borrower; fourththe Non-Ratable Loans, tenth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans Non-Ratable Loans, Overadvances and Agent LoansProtective Advances) and unpaid reimbursement obligations in respect of LC Obligations of Facility LCs (except, in each case, during the applicable Borrower; fifthBridge Period, if an Event of Default exists and is continuingthe Bridge Component thereof), eleventh, 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, twelfth, during the Bridge Period, to pay or prepay the Bridge Component of the principal of the Term Loan made Revolving Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCs, thirteenth, to such Borrower; seventhpayment of any amounts owing with respect to Banking Services and Rate Management Obligations, and fourteenth, to the payment of any other Secured Obligation (other than amounts related to Product Obligations) due to Agents by such Borrower; eighth, to pay any fees, indemnities or expense reimbursements related to, or any other amounts owing any Lender or any Agent by the applicable Borrower with respect to, Product Obligations of such Borrower; and ninth, in the case of (x) payments by U.K. Borrower, to the payment of any other Obligations due to any Agent or any Lender by U.S. Borrower and (y) payments by U.S. Borrower, the Borrowers. Notwithstanding anything to the payment of any other Obligations due to Agents contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Agent nor any Lender by U.S. Borrowershall apply any payment which it receives to any Eurodollar Loan, U.K. Borrower except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or Canadian Borrower(b) in the event, ratably. Except as expressly set forth to the contrary, payments received (i) from U.S. Borrower 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. Borrower Borrowers shall be applied only to pay the U.K. Obligations, Eurodollar breakage losses in accordance with Section 3.4. The Agent and (iii) from Canadian 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. Borrower, U.K. Borrower or Canadian Borrower, respectively, any such excess payments shall be applied pro rata to the other Obligations (except that (i) any payments received from Canadian Borrower shall not be applied to the U.S. Obligations, (ii) any payments received from U.K. Borrower shall not be applied to the Canadian Obligations and (iii) any payments received from Canadian Borrower shall not be applied to the U.K. 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 to any portion of the Secured Obligations. All Loans to Borrowers and collections received at any time or times hereafter all of the other Obligations of Borrowers arising under this Agreement and the other Loan Documents shall constitute one general obligation of Borrowers secured by Agents against all of 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 aboveCollateral.

Apportionment, Application and Reversal of Payments. Principal and interest payments (i) by Canadian Borrower shall be apportioned ratably among Canadian Lenders, and principal and interest payments by U.S. Borrower shall be apportioned ratably among all U.S. Lenders (in each case, according to the unpaid principal balance of the Loans to which such payments relate held by each such 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 Borrower 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 such payments of principal and interest on Revolving Credit Loans shall be remitted to Agent, Canadian Agent or U.K. U.S. 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, andand all proceeds of Accounts, or, except as provided in subsection 3.3.1, all proceeds of Accounts or other Collateral received by any 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 hereunder to the applicable Agent or under any of the Loan Documents to Agents or Lenders Lender from the applicable Borrower; second, to pay interest due from the applicable Borrower to the applicable Lenders in respect of all Loans made to such Borrower, including Swingline Loans, and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans made to such BorrowerLoans; fourth, to pay or prepay principal of the applicable Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of LC Obligations Letters of Credit of the applicable Borrower; fifth, if an Event of Default exists has occurred and is continuing, to cash-collateralize the U.S. LC Obligations, Canadian pay an amount to each Agent equal to all outstanding Letter of Credit and LC Obligations and U.K. LC Obligations of such Borrower by depositing in a to be held as 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 Collateral for such Obligations; sixth, to pay or prepay principal of the Term Loan made Loans to such Borrowerthe applicable Lenders to the extent then due; seventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agents the applicable Agent or Lender by such the applicable Borrower; eighth, to pay any principal amount, fees, indemnities indemnities, or expense reimbursements related to, or any other amounts owing any Lender or any Agent by the applicable Borrower with respect to, to Product Obligations of such Borrowerthen due; and ninth, in if an Event of Default has not occurred and is not continuing, to the case of (x) payments by U.K. applicable Borrower, to the payment of any other Obligations due to any Agent or any Lender be used by U.S. such Borrower and (y) payments by U.S. Borrower, to the payment of any other Obligations due to Agents or any Lender by U.S. Borrower, U.K. Borrower or Canadian Borrower, ratably. Except as expressly set forth to the contrary, payments received (i) from U.S. 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 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. Borrower, U.K. Borrower or Canadian Borrower, respectively, any such excess payments shall be applied pro rata to the other Obligations (except that (i) any payments received from Canadian Borrower shall not be applied to the U.S. Obligations, (ii) any payments received from U.K. Borrower shall not be applied to the Canadian Obligations and (iii) any payments received from Canadian Borrower shall not be applied to the U.K. Obligations)a manner permitted hereunder. After the occurrence and during the continuance of an Event of Default, as between Agents and Borrowers, Agents each 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 such Agent or its agents against the Obligations, in such manner as Agents such Agent may deem advisable, notwithstanding any entry by Agents any Agent 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. 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 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 Borrower 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, except as provided in subsection 3.3.1after the occurrence and during the continuance of a Cash Collection Triggering Event, all proceeds of 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, first, 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; second, 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; third, to pay or prepay principal of Swingline Loans and Agent Loans made to such BorrowerLoans; fourth, 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; fifth, if an Event of Default exists has occurred and is continuingcontinuing 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; sixth, to pay or prepay principal of the Term Loan made to such Borrower; seventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agents by such Borrower; eighthseventh, to pay any fees, indemnities or expense reimbursements related to, or any other amounts owing any Lender or any Agent by the applicable Borrower with respect to, to Product Obligations of such Borrower; and nintheighth, 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 Borrower, to the payment of any other Obligations due to U.K. Agent or any Lender by U.S. Borrower U.K. Borrowers and (yz) payments by U.S. Borrower, to the payment of any other Obligations due to Agents or any Lender by U.S. Borrower, any U.K. Borrower or Canadian Borrower, ratably; and ninth to the applicable Borrower. Except as expressly set forth to the contrary, payments received (i) from U.S. 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 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. Borrower, U.K. Borrower or Canadian Borrower, respectively, any such excess payments shall be applied pro rata to the other Obligations (except that (i) any payments received from U.K. Borrower or Canadian Borrower shall not be applied to the U.S. Obligations, (ii) any payments received from U.K. Borrower shall not be applied to the Canadian Obligations and (iii) any payments received from Canadian Borrower shall not be applied to the U.K. 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.

Apportionment, Application and Reversal of Payments. Principal and interest payments (i) by U.S. Borrower 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 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 Borrower Borrowers 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, andand all proceeds of Accounts, or, except as provided in subsection SUBSECTION 3.3.1, all proceeds of 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 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 made to such BorrowerLoans; 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; fifth, if an Event of Default exists and is continuingFIFTH, 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 pay or prepay principal of the Term Loan made to such Borrower; seventhSIXTH, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agents by such Borrower; eighthSEVENTH, to pay any fees, indemnities or expense reimbursements related to, or any other amounts owing any Lender or any Agent by the applicable Borrower with respect to, to Product Obligations of such Borrower; and ninthEIGHTH, 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.S. U.K. Borrower and (yz) payments by U.S. BorrowerBorrowers, to the payment of any other Obligations due to Agents or any Lender by U.S. BorrowerBorrowers, U.K. Borrower or Canadian BorrowerBorrowers, ratably. Except as expressly set forth to the contrary, payments received (i) from U.S. Borrower 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 Borrower Borrowers 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. BorrowerBorrowers, U.K. Borrower or Canadian BorrowerBorrowers, respectively, any such excess payments shall be applied pro rata PRO RATA to the other Obligations (except that (i) any payments received from U.K. Borrower or Canadian Borrower Borrowers shall not be applied to the U.S. Obligations, (ii) any payments received from U.K. Borrower shall not be applied to the Canadian Obligations and (iii) any payments received from Canadian Borrower shall not be applied to the U.K. 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 expressly provided by this Agreement and the Intercreditor Agreement, aggregate principal and interest payments (i) by U.S. Borrower shall be apportioned ratably among all the Lenders of each Class (according to the unpaid principal balance of the Revolving 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 and payments of the Loans to which such payments relate held by each U.K. Participant) and (iii) by Canadian Borrower shall fees shall, as applicable, be distributed to Canadian Lender subject to Section 2.6 or, following a refunding in accordance with Section 3.13, apportioned ratably among all Canadian Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each Canadian Participant)Lenders. All payments of principal and interest on Revolving Credit Loans shall be remitted to Agent, Canadian the Administrative Agent or U.K. Agent, as applicable, at the Appropriate Payment Office and all such payments not relating to principal or interest of specific Revolving Loans, or not constituting payment of specific fees, and, except as provided in subsection 3.3.1, and all proceeds of any Borrower’s Accounts or any other Collateral received by the Administrative Agent, U.K. Agent or Canadian Agent, as applicable, shall be applied, ratably, subject to the provisions of this Agreement and the Intercreditor Agreement, first, to pay any fees, indemnities, or expense reimbursements reimbursements, then due to the Agents from the Borrowers (other than amounts related to Product Obligations) then due hereunder or under any in respect of the Loan Documents to Agents or Lenders from the applicable BorrowerBank Products); second, to pay interest any fees or expense reimbursements then due to the Tranche A Lenders from the applicable Borrower Borrowers (other than in respect of all Loans made to such Borrower, including Swingline Loans, and Agent LoansBank Products); third, to pay or prepay principal interest due in respect of Swingline Loans and Agent Loans made to such Borrowerthe Tranche A Revolving Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and the Agent Loans) and unpaid reimbursement obligations in respect of LC Obligations of the applicable BorrowerAdvances; fifth, 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 payment in cash equal to 103% full of the aggregate amount of such ObligationsUnfunded Advances/Participations; sixth, to pay or prepay principal of the Term Loan made to such BorrowerTranche A Revolving Loans (other than Unfunded Advances/Participations, the Swingline Loans and the Agent Advances), and unpaid reimbursement obligations in respect of Letters of Credit (other than Unfunded Advances/Participations and other than those in which the Tranche A-1 Lenders participate); seventh, to pay any fees or expense reimbursements then due to the Tranche A-1 Lenders from the Borrowers; eighth, to pay interest due in respect of the Tranche A-1 Revolving Loans; ninth, to pay or prepay principal of the Tranche A-1 Revolving Loans, and unpaid reimbursement obligations in respect of Letters of Credit in which the Tranche A-1 Lenders participate (other than Unfunded Advances/Participations); and tenth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agents by such Borrower; eighth, to pay any fees, indemnities or expense reimbursements related to, or any other amounts owing any Lender or any Agent by the applicable Borrower with respect to, Product Obligations of such Borrower; and ninth, in the case of (x) payments by U.K. Borrower, to the payment of any other Obligations due to any an Agent or any Lender by U.S. Borrower and the Borrowers (y) payments including in respect of Bank Products). Notwithstanding anything to the contrary contained in this Agreement, unless so directed by U.S. a Borrower, to or unless an Event of Default is in existence, neither the payment of any other Obligations due to Agents or Administrative Agent nor any Lender by U.S. Borrowershall apply any payment which it receives to any LIBOR Rate Revolving Loan except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Revolving Loan, U.K. Borrower or Canadian Borrower(b) in the event, ratably. Except as expressly set forth to the contrary, payments received (i) from U.S. Borrower shall be applied and only to the U.S. Obligationsextent, (ii) from the U.K. Borrower that there are no outstanding Base Rate Revolving Loans. The Administrative Agent shall be applied only promptly distribute to each Lender, pursuant to the U.K. Obligations, and (iii) from Canadian 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. Borrower, U.K. Borrower or Canadian Borrower, respectively, any such excess payments shall be applied pro rata to the other Obligations (except that (i) any payments applicable wire transfer instructions received from Canadian Borrower shall not each Lender in writing, such funds as it may be applied entitled to the U.S. Obligationsreceive, (ii) any payments received from U.K. Borrower shall not be applied subject to the Canadian Obligations and (iii) any payments received from Canadian Borrower shall not be applied to the U.K. Obligationsa Settlement delay as provided for in Section 2.2(j). After The Administrative Agent and 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 or times hereafter by Agents against portion of 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) Except as otherwise required pursuant to Section 2.19, principal and interest payments (i) by U.S. Borrower 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 LC Issuer and except as provided in 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 Borrower 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 Participant2.10(c). 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, Loans or not constituting payment of specific feesfees as specified by the Company, and, except as provided in subsection 3.3.1, and all proceeds of Accounts or other any Collateral received by the 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 including amounts then due to the Agent from the any Borrower (other than in connection with Banking Services or Rate Management Obligations), second, to payment of any amounts related owing with respect to Product Banking Services and any amounts owing to the Agent, any Lender or any of their Affiliates with respect to Exchange Rate Management Obligations) , third, to pay any fees or expense reimbursements then due hereunder or under any of to the Loan Documents to Agents or Lenders from the applicable Borrower; secondany Borrower (other than in connection with Banking Services or Exchange Rate Management Obligations), fourth, to pay interest due from the applicable Borrower in respect of all Loans made to such Borrowerthe Loans, including Non-Ratable Loans, Overadvances, Protective Advances and Swingline Loans, and Agent Loans; thirdfifth, to pay or prepay principal of Swingline Loans the Non-Ratable Loans, Overadvances and Agent Loans made to such Borrower; fourthProtective Advances, sixth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans Non-Ratable Loans, Overadvances and Agent LoansProtective Advances) and unpaid reimbursement obligations in respect of LC Obligations of Facility LCs owing by the applicable Borrower; fifthCompany, 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; sixthseventh, to pay or prepay principal of the Term Loan made Revolving Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCs owing by the U.K. Borrower, eighth, to pay or prepay principal of the Swingline Loans, ninth, to pay an amount to the Agent equal to one hundred ten percent (110%) 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 Borrower; seventhObligations, and tenth, to the payment of any other Secured Obligation (other than amounts related to Product Obligations) due to Agents by such Borrower; eighth, to pay any fees, indemnities or expense reimbursements related to, or any other amounts owing any Lender or any Agent by the applicable Borrower with respect to, Product Obligations of such Borrower; and ninth, in the case of (x) payments by U.K. Borrower, to the payment of any other Obligations due to any Agent or any Lender by U.S. Borrower and (y) payments by U.S. Borrower, the Company. Notwithstanding anything to the payment of any other Obligations due to Agents contrary contained in this Agreement, unless so directed by the Company, or unless a Default is in existence, neither the Agent nor any Lender by U.S. Borrowershall apply any payment which it receives to any Eurodollar Loan, U.K. Borrower except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or Canadian Borrower(b) in the event, ratably. Except as expressly set forth to the contrary, payments received (i) from U.S. Borrower 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. Borrower Company shall be applied only to pay the U.K. Obligations, Eurodollar breakage losses in accordance with Section 3.4. The Agent and (iii) from Canadian 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. Borrower, U.K. Borrower or Canadian Borrower, respectively, any such excess payments shall be applied pro rata to the other Obligations (except that (i) any payments received from Canadian Borrower shall not be applied to the U.S. Obligations, (ii) any payments received from U.K. Borrower shall not be applied to the Canadian Obligations and (iii) any payments received from Canadian Borrower shall not be applied to the U.K. 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 payments described in the foregoing sentence (which excludes payments relating to principal or interest of specific Loans or constituting payment of specific fees as specified by the Company) and collections received at proceeds of Collateral to any time or times hereafter by Agents against portion of 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 Section 2.20, principal and interest payments (i) by U.S. Borrower 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 or 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 LC Issuer and except as provided in 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 Borrower 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 Participant2.10(c). 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, Loans or not constituting payment of specific feesfees as specified by the Borrower Representative, and, except as provided in subsection 3.3.1, and all proceeds of Accounts or other any Collateral received by the 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 including amounts then due to the Agent from the Borrower (other than amounts related in connection with Rate Management Transactions and Banking Services), second, to Product Obligations) pay any fees or expense reimbursements then due hereunder or under any of to the Loan Documents to Agents or Lenders from the applicable Borrower; secondBorrower (other than in connection with Rate Management Transactions and Bank Services), third, to pay interest due from the applicable Borrower in respect of all Loans made the Overadvances and Protective Advances, fourth, to such Borrowerpay the principal of the Overadvances and Protective Advances, including Swingline fifth, to pay interest due in respect of the Non-Ratable Loans, sixth, to pay interest due in respect of the Revolving Loans and Agent Swingline Loans (other than Non-Ratable Loans; third, Overadvances and Protective Advances), seventh, to pay or prepay principal of Swingline Loans and Agent Loans made to such Borrower; fourththe Non-Ratable Loans, eighth, to pay or prepay principal of the Revolving Credit Loans and Swingline Loans (other than Swingline Loans Non-Ratable Loans, Overadvances and Agent LoansProtective Advances) and unpaid reimbursement obligations in respect of LC Obligations of the applicable Borrower; fifthFacility LCs, if an Event of Default exists and is continuingninth, 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, tenth, to pay or prepay principal interest due in respect of the Term Loans, eleventh, to pay principal due in respect of the Term Loans, twelfth, to payment of any amounts owing with respect to obligations of the Loan made to such Borrower; seventhParties in respect of any Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the Collateral, and thirteenth, to the payment of any other Secured Obligation (other than amounts related to Product Obligations) due to Agents by such Borrower; eighth, to pay any fees, indemnities or expense reimbursements related to, or any other amounts owing any Lender or any Agent by the applicable Borrower with respect to, Product Obligations of such Borrower; and ninth, in the case of (x) payments by U.K. Borrower, to the payment of any other Obligations due to any Agent or any Lender by U.S. Borrower and (y) payments by U.S. the Borrower, . Notwithstanding anything to the payment of any other Obligations due to Agents contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Agent nor any Lender by U.S. Borrowershall apply any payment which it receives to any Term Benchmark Loan, U.K. Borrower except (a) on the expiration date of the Interest Period applicable to any such Term Benchmark Loan or Canadian Borrower(b) in the event, ratably. Except as expressly set forth to the contrary, payments received (i) from U.S. Borrower 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. Borrower shall be applied only to pay the U.K. Obligations, Euro Term Benchmark breakage losses in accordance with Section 3.4. The Agent and (iii) from Canadian 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. Borrower, U.K. Borrower or Canadian Borrower, respectively, any such excess payments shall be applied pro rata to the other Obligations (except that (i) any payments received from Canadian Borrower shall not be applied to the U.S. Obligations, (ii) any payments received from U.K. Borrower shall not be applied to the Canadian Obligations and (iii) any payments received from Canadian Borrower shall not be applied to the U.K. 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 or times hereafter by Agents against portion of the Secured 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 and interest payments (i) by U.S. 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 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 Borrower 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, andand all proceeds of Accounts, or, except as provided in subsection 3.3.1, all proceeds of 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, first, 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; second, to pay interest due from the applicable Borrower in respect of all Loans made to such Borrower, including Swingline Loans, and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans made to such BorrowerLoans; fourth, 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; fifth, 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; sixth, to pay or prepay principal of the Term Loan made to such BorrowerLoan; seventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agents by such Borrower; eighth, to pay any fees, indemnities or expense reimbursements related to, or any other amounts owing any Lender or any Agent by the applicable any Borrower with respect to, Product Obligations of such Borrower; and ninth, 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 Borrower, to the payment of any other Obligations due to U.K. Agent or any Lender by U.S. U.K. Borrower and (yz) payments by U.S. Borrower, to the payment of any other Obligations due to Agents or any Lender by U.S. Borrower, U.K. Borrower or Canadian Borrower, ratably. Except as expressly set forth to the contrary, payments received (i) from U.S. 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 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. Borrower, U.K. Borrower or Canadian Borrower, respectively, any such excess payments shall be applied pro rata to the other Obligations (except that (i) any payments received from U.K. Borrower or Canadian Borrower shall not be applied to the U.S. Obligations, (ii) any payments received from U.K. Borrower shall not be applied to the Canadian Obligations and (iii) any payments received from Canadian Borrower shall not be applied to the U.K. 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 Section 2.19, principal and interest payments (i) by U.S. Borrower 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 or 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 LC Issuer and except as provided in 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 Borrower 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 Participant2.10(c). 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, Loans or not constituting payment of specific feesfees as specified by the Borrower Representative, and, except as provided in subsection 3.3.1, and all proceeds of Accounts or other any Collateral received by the 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 including amounts then due to the Agent from the Borrower (other than amounts related in connection with Rate Management Transactions and Banking Services), second, to Product Obligations) pay any fees or expense reimbursements then due hereunder or under any of to the Loan Documents to Agents or Lenders from the applicable Borrower; secondBorrower (other than in connection with Rate Management Transactions and Bank Services), third, to pay interest due from the applicable Borrower in respect of all Loans made the Overadvances and Protective Advances, fourth, to such Borrowerpay the principal of the Overadvances and Protective Advances, including Swingline fifth, to pay interest due in respect of the Non-Ratable Loans, sixth, to pay interest due in respect of the Revolving Loans and Agent Swingline Loans (other than Non-Ratable Loans; third, Overadvances and Protective Advances), seventh, to pay or prepay principal of Swingline Loans and Agent Loans made to such Borrower; fourththe Non-Ratable Loans, eighth, to pay or prepay principal of the Revolving Credit Loans and Swingline Loans (other than Swingline Loans Non-Ratable Loans, Overadvances and Agent LoansProtective Advances) and unpaid reimbursement obligations in respect of LC Obligations of the applicable Borrower; fifthFacility LCs, if an Event of Default exists and is continuingninth, 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, tenth, to pay or prepay principal interest due in respect of the Term Loans, eleventh, to pay principal due in respect of the Term Loans, twelfth, to payment of any amounts owing with respect to obligations of the Loan made to such Borrower; seventhParties in respect of any Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the Collateral, and thirteenth, to the payment of any other Secured Obligation (other than amounts related to Product Obligations) due to Agents by such Borrower; eighth, to pay any fees, indemnities or expense reimbursements related to, or any other amounts owing any Lender or any Agent by the applicable Borrower with respect to, Product Obligations of such Borrower; and ninth, in the case of (x) payments by U.K. Borrower, to the payment of any other Obligations due to any Agent or any Lender by U.S. Borrower and (y) payments by U.S. the Borrower, . Notwithstanding anything to the payment of any other Obligations due to Agents contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Agent nor any Lender by U.S. Borrowershall apply any payment which it receives to any Eurodollar Loan, U.K. Borrower except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or Canadian Borrower(b) in the event, ratably. Except as expressly set forth to the contrary, payments received (i) from U.S. Borrower 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. Borrower shall be applied only to pay the U.K. Obligations, Eurodollar breakage losses in accordance with Section 3.4. The Agent and (iii) from Canadian 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. Borrower, U.K. Borrower or Canadian Borrower, respectively, any such excess payments shall be applied pro rata to the other Obligations (except that (i) any payments received from Canadian Borrower shall not be applied to the U.S. Obligations, (ii) any payments received from U.K. Borrower shall not be applied to the Canadian Obligations and (iii) any payments received from Canadian Borrower shall not be applied to the U.K. 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 or times hereafter by Agents against portion of the Secured 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 and interest payments (i) by U.S. Borrower 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 Borrower 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, andand all proceeds of Accounts or, except as provided in subsection Section 3.3.1, all proceeds of Accounts or 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, first, 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 Administrative Agent, Bank or Lenders from the applicable BorrowerDomestic Borrowers; second, to pay interest due from the applicable Borrower Domestic Borrowers in respect of all Domestic Revolving Credit Loans made to such Borrower, including Swingline Loans, and Agent Loansthe Domestic Term Loan; third, to pay or prepay principal of Swingline Loans and Agent Loans made to such Borrowerthe Domestic Term Loan; fourth, to pay or prepay principal of the Domestic Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of LC Obligations Letters of the applicable BorrowerCredit; fifth, if to pay an Event amount to Administrative Agent equal to the available amount of Default exists all outstanding Letters of Credit to be held as cash collateral for reimbursement and is continuingfee obligations in respect of such Letters of Credit; and sixth, to cash-collateralize the U.S. LC Obligationspayment of any other Domestic Obligations due to the Administrative Agent, Bank or any Lender by Domestic Borrowers. All payments by Canadian Borrower shall be remitted to Canadian 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 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, or expense reimbursements then due to Canadian Agent, Canadian LC Obligations 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 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 ObligationsCanadian Term Loan; sixththird, to pay or prepay principal of the Canadian Term Loan made Loan; fourth, to such Borrowerpay or prepay principal of the Canadian Revolving Credit Loan; seventhand fifth, to the payment of any other Obligation (other than amounts related to Product Obligations) Canadian Obligations due to Agents by such Borrower; eighththe Canadian Agent, to pay any fees, indemnities or expense reimbursements related to, or any other amounts owing any the Canadian Lender or any Agent by the applicable Borrower with respect to, Product Obligations of such Borrower; and ninth, in the case of (x) payments by U.K. Borrower, to the payment of any other Obligations due to any Agent or any Canadian Participating Lender by U.S. Borrower and (y) payments by U.S. Borrower, to the payment of any other Obligations due to Agents or any Lender by U.S. Borrower, U.K. Borrower or Canadian Borrower, ratably. Except as expressly set forth to the contrary, payments received (i) from U.S. 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 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. Borrower, U.K. Borrower or Canadian Borrower, respectively, any such excess payments shall be applied pro rata to the other Obligations (except that (i) any payments received from Canadian Borrower shall not be applied to the U.S. Obligations, (ii) any payments received from U.K. Borrower shall not be applied to the Canadian Obligations and (iii) any payments received from Canadian Borrower shall not be applied to the U.K. 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.