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 expressly provided by this Agreement, any Replacement Intercreditor 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, any Replacement Intercreditor Agreement and the Intercreditor Agreement, first, to pay any fees, indemnities, or expense 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 owing to such Person. 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 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)) and payments of the fees shall, (ii) by U.K. Borrower shall as applicable, be distributed to U.K. Lender subject to Section 2.6 orapportioned ratably among the Lenders, following a refunding in accordance with Section 3.14, apportioned among all U.K. Participants (according except for fees payable solely to the unpaid principal balance of Administrative Agent, the Loans to which such payments relate held by each U.K. Participant) LC Issuer, and (iii) by Canadian Borrower shall be distributed to Canadian Lender subject to the Acceptance Lender, respectively, and except as provided in 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)10.13. 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 Loans, or not constituting payment of specific fees, and, except as provided in subsection 3.3.1, and all proceeds of Accounts or other any Facility Collateral received by the Administrative Agent, U.K. Agent or Canadian Agent, as applicable, shall be applied, ratably, subject to the provisions of this AgreementAgreement (including, the first sentence of Section 2.11 and Section 6.32(b)) first, to pay any fees, indemnities, or expense reimbursements (other than including amounts related to Product Obligations) then due hereunder to the Agents from the Borrowers, second, to pay any fees or under any of expense reimbursements then due to the Loan Documents to Agents or Lenders from the applicable Borrower; secondBorrowers, third, to pay interest due from the applicable Borrower in respect of all Loans made to such Borrowerthe Revolving Loans, including Swingline Loans, and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans made to such Borrower; Collateral Protection Advances, 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; Collateral Protection Advances, 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 Revolving Loans (other than Swingline Loans and Collateral Protection Advances), unpaid Reimbursement Obligations and unpaid Acceptance Reimbursement Obligations, sixth, during the existence of any Default, to pay an amount to the Administrative Agent equal to 105% of the aggregate undrawn face amount of all outstanding Facility LCs and Acceptances, to be held as cash collateral in the Facility LC/Acceptance Collateral Account for such Borrower; Obligations, seventh, to payment of any amounts owing with respect to Banking Services, 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 the Borrowers; provided that any payment received from or proceeds of Facility Collateral of (ya) 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 Obligated Party shall be applied only to the U.S. Obligations, Canadian Obligations and (iib) from the any U.K. Borrower Obligated Party shall be applied only to the U.K. Obligations. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by a Borrower, or unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, except (y) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (z) in the event, and (iii) from Canadian Borrower shall be applied only to the Canadian Obligations; provided extent, that after there are no outstanding Floating Rate Loans and, in any event, the U.S. Obligations, U.K. Obligations or Canadian Obligations are paid Borrowers shall pay the Eurodollar breakage losses in full by U.S. Borrower, U.K. Borrower or Canadian Borrower, respectively, any such excess payments shall be applied pro rata accordance with Section 3.4. Subject to the other Obligations (except that (i) any payments received from Canadian Borrower shall not be applied to first sentence of Section 2.11, the U.S. Obligations, (ii) any payments received from U.K. Borrower shall not be applied to Administrative Agent and 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 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 Agent or Lenders from the applicable any Borrower; second, to pay interest due from the applicable Borrower Borrowers in respect of all Loans made to such BorrowerLoans, 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 Letters of the applicable BorrowerCredit; 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 pay an amount in cash to Agent equal to 103% all outstanding Letter of the aggregate amount of Credit Obligations to be held as cash Collateral for 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 the Agent or any Lender by such any Borrower; eighthand seventh, 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 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 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 Agent or its agent against the Obligations, in such manner as Agents Agent may deem advisable, notwithstanding any entry by Agents 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 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 2.20, 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 the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each such Lender)) and payments of the fees shall, (ii) by U.K. Borrower shall as applicable, be distributed to U.K. Lender subject to Section 2.6 orapportioned ratably among the Lenders, following a refunding in accordance with Section 3.14, apportioned among all U.K. Participants (according except for fees payable solely to the unpaid principal balance Agent or the applicable Letter 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)Credit Issuer. 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, except as provided in subsection 3.3.1, and all proceeds of Accounts or other Collateral received by Agent, U.K. the Agent or Canadian Agent, as applicablein accordance with the terms of the Loan Documents, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, indemnities or expense reimbursements (other than amounts related to Product Obligations) then due hereunder to the Agent or under any of the Loan Documents to Agents or Lenders Arrangers from the applicable BorrowerBorrower or Borrowers; second, to pay interest any fees or expense reimbursements then due to the Lenders from the applicable Borrower or Borrowers; third, to pay interest due in respect of all Loans made to such Borrowerof the applicable Borrower or Borrowers, including Swingline Loans, and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans made to such BorrowerAdvances; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent LoansAdvances of the applicable Borrower or Borrowers; fifth, to pay or prepay principal of the Loans (excluding the applicable Swingline Loans and applicable Agent Advances) and unpaid reimbursement obligations in respect of LC Obligations Letters of Credit 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 Obligationsor Borrowers; sixth, to pay an amount to the Agent equal to all outstanding U.S. or prepay principal Canadian Obligations (contingent or otherwise) with respect to outstanding Letters of Credit issued for the account of the Term Loan made applicable Borrower or Borrowers, to be held as cash collateral for such Borrowerapplicable U.S. or Canadian Obligations; seventh, to the payment of any other Obligation (other than applicable U.S. or Canadian Obligations, including any amounts related relating to Product Obligations) Bank Products, due to Agents the Agent, any Lender, any Affiliate of the Agent or any Lender or any other Secured Party, by such Borrowerthe Borrowers; and eighth, to pay any fees, indemnities or expense reimbursements related to, or any other remaining amounts owing any Lender or any Agent by to 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 Borrowers for its 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 Obligationstheir own account; provided that after no proceeds from 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 Collateral shall be applied pro rata to the other Obligations (except that (i) any payments received from Canadian Borrower shall not be applied to the outstanding principal amount of U.S. Obligations, (ii) any payments received from U.K. Borrower shall not be applied Revolving Loans or Specified Loans or to cash collateralize outstanding Letters of Credit. Notwithstanding anything to the Canadian Obligations and (iii) any payments received from Canadian Borrower shall not be applied to contrary contained in this Agreement, unless so directed by the U.K. Obligations). After the occurrence and during the continuance of Borrowers, or unless an Event of DefaultDefault has occurred and is continuing, as between Agents neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Loan or BA Equivalent Loan, except (a) on the expiration date of the Interest Period or BA Equivalent Interest Period applicable to any such LIBOR Loan or BA Equivalent Loan, or (b) in the event, and Borrowersonly to the extent, Agents that there are no outstanding Base Rate Loans and, in such event, the Borrowers shall pay LIBOR or BA Equivalent Loan breakage losses in accordance with Section 5.4. The Agent and the 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 applicable U.S. or times hereafter by Agents against the Canadian 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 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 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 payment of any amounts owing with respect to obligations of the Term 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 eleventh, 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 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 Agent or Lenders from the applicable any Borrower; second, to pay interest due from the applicable Borrower Borrowers in respect of all Loans made to such BorrowerRevolving Credit Loans, including Swingline Loans, 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 Letters of the applicable BorrowerCredit; 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 pay an amount in cash to Agent equal to 103% all outstanding Letters of the aggregate amount Credit, LC Guaranties and Letter of Credit Obligations to be held as cash Collateral for such Obligations; sixth, to pay interest due from Borrowers in respect of the Incremental Last Out Loan; seventh, to pay or prepay principal of the Term Loan made to such BorrowerIncremental Last Out Loan; seventheighth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agents Agent or any Lender by such any Borrower; eighthand ninth, to pay any principal, 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 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 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 Agent or its agent against the Obligations, in such manner as Agents Agent may deem advisableadvisable (provided that principal, fees, indemnities and expense reimbursements in connection with Product Obligations shall be paid following the payment of all other Obligations), notwithstanding any entry by Agents 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 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 (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. (b) Notwithstanding the foregoing, no payments of principal, interest, fees or other amounts delivered to the Agent for the account of any Defaulting Lender shall be delivered by the Agent to such Defaulting Lender. Instead, such payments shall, for so long as such Defaulting Lender shall be a Defaulting Lender, be held by the Agent, and the Agent is hereby authorized and directed by all parties hereto to hold such funds in escrow and apply such manner funds as Agents may deem advisablefollows: First, notwithstanding if applicable to any entry payments due from such Defaulting Lender to the Agent, and Second, to Loans required to be made by Agents or such Defaulting Lender on any borrowing date to the extent such Defaulting Lender upon any of its books and recordsfails to make such Loans. Notwithstanding the preceding sentenceforegoing, as between Agents upon the termination of all Commitments and the payment and performance of all of the Advances and other Lendersobligations owing hereunder (other than those owing to a Defaulting Lender), all such payments any funds then held in escrow by the Agent pursuant to the preceding sentence shall be applied distributed to each Defaulting Lender, pro rata in proportion to amounts that would be due to each Defaulting Lender but for the order set forth abovefact that it is a Defaulting Lender.

Apportionment, Application and Reversal of Payments. (a) Principal and interest payments (i) by in respect of U.S. Borrower Revolving Loans shall be apportioned ratably among all 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, (ii) as applicable, be apportioned ratably among the U.S. Lenders, except for fees payable by U.K. a U.S. Borrower shall be distributed to U.K. Lender subject to Section 2.6 or, following or a refunding in accordance with Section 3.14, apportioned among all U.K. Participants (according U.S. Guarantor solely to the unpaid principal balance Agent, the Bank or the U.S. Letter 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)Credit Issuer. All payments by a U.S. Borrower or a U.S. Guarantor in respect of principal and interest on Revolving Credit Loans Obligations (other than Obligations under Bank Products, which shall be remitted directly to the relevant 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 U.S. Revolving Loans, or not constituting payment of specific fees, and, except as provided in subsection 3.3.1, fees or expenses) and all proceeds of Accounts or other Collateral of each U.S. Borrower or U.S. Guarantor received by the Agent, U.K. Agent or Canadian Agent, as applicable, shall be applied, ratably, subject to the provisions of this Agreement: (i) So long as no Event of Default has occurred and is continuing, first, to pay any fees, indemnities, indemnities or expense reimbursements reimbursements, including any amounts relating to any Bank Products (other than amounts related to Product Obligations) Hedge Agreements), then due hereunder to the Agent or under any of its Affiliates from any of the Loan Documents to Agents or Lenders from the applicable BorrowerU.S. Borrowers; second, to pay interest any fees or expense reimbursements then due to the U.S. Lenders from any of the applicable Borrower in respect of all Loans made to such Borrower, including Swingline Loans, and Agent LoansU.S. Borrowers; third, to pay or prepay principal interest due in respect of Swingline all U.S. Revolving Loans, including U.S. Non-Ratable Loans and U.S. Agent Loans Advances made to such Borrowerany of the U.S. Borrowers; fourth, to pay or prepay principal of the U.S. Non-Ratable Loans and U.S. Agent Advances; fifth, to pay or prepay principal of the U.S. Revolving Credit Loans (other than Swingline U.S. Non-Ratable Loans and U.S. Agent LoansAdvances) and unpaid reimbursement obligations in respect of LC Obligations U.S. Letters 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 ObligationsCredit; sixth, to pay an amount to the Agent equal to all outstanding Obligations (contingent or prepay principal 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 Term Loan made third sentence of Section 3.1 (a) without giving effect to such Borrowerany demand requirement thereunder); seventh, to the payment of any other Obligation (other than amounts related Obligations relating to Product Obligations) Bank Products then due to Agents by such Borrower; eighth, to pay any fees, indemnities the Agent or expense reimbursements related to, or any other amounts owing any Lender or any Agent of their respective Affiliates by the applicable Borrower with respect to, Product Obligations of such a U.S. Borrower; and ninth, in the case of (x) payments by U.K. Borrowereighth, to the payment of any other Obligations then due to any Agent or any Lender by U.S. Borrower and (y) payments by a 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 Upon the occurrence and during the continuance of an Event of Default: first, as between Agents and Borrowersto pay any fees, Agents shall have indemnities or expense reimbursements (other than any amounts relating to Bank Products) then due to 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 Agent from any of its books the U.S. Borrowers; second, to pay any fees, indemnities or expense reimbursements (other than any amounts relating to Bank Products) then due to the U.S. Lenders from any of the U.S. Borrowers; third, to pay interest due in respect of all U.S. Revolving Loans, including U.S. Non-Ratable Loans and records. Notwithstanding U.S. Agent Advances made to any of the preceding sentenceU.S. Borrowers; fourth, as between Agents and other Lenders, all such payments shall be applied in to pay or prepay principal of the order set forth above.U.S. Non-Ratable Loans and

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. (a) Principal and interest payments (i) by U.S. Borrower 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 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 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, and, except as provided in subsection 3.3.1, fees or expenses) and all proceeds of Accounts or other Collateral of the Canadian Loan Parties received by the Agent, U.K. shall 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 AgentBorrower; 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 (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 the event, and only to the extent, that there are no outstanding Canadian Prime Rate Revolving Loans owing by the 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, 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 its 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, first, to pay any fees, indemnitiesindemnities 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 Product ObligationsBank Products) then due hereunder or under any of to the Loan Documents to Agents or U.S. Lenders from the applicable BorrowerU.S. Borrowers; secondthird, to pay interest due from the applicable Borrower in respect of all Loans U.S. Revolving Loans, including U.S. Agent Advances, 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 Borrowerthe U.S. Borrowers; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and U.S. Agent Loans) and unpaid reimbursement obligations in respect of LC Obligations of the applicable BorrowerAdvances; fifth, if to pay an Event of Default exists and is continuing, amount 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 Cash Management Provider equal to 103% of the aggregate amount of such Obligationsall outstanding Obligations with respect to any outstanding U.S. Overadvance; sixth, to pay or prepay principal of the Term Loan made to such BorrowerU.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 payment 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 other Obligation (other than amounts related to Product Obligations) due to Agents by such Borrowerdemand requirement thereunder); eighth, to pay the payment (for greater certainty, ratably amongst the U.S. Lenders and their Affiliates providing Hedge Agreements to U.S. Loan Parties) of any fees, indemnities Obligations relating to Hedge Agreements then due to any such Lender or expense reimbursements related to, any of their Affiliates by the U.S. Borrowers or any other amounts owing any U.S. Loan Party in a maximum amount to each such Lender or any that is the lesser of (i) the Hedging Amount previously advised to the Agent by in writing and (ii) the applicable Borrower with respect to, Product Obligations Allocated Amount of such BorrowerLender; and ninth, in the case of (x) payments by U.K. Borrower, to the payment of any other Obligations (other than under Hedge Agreements) then due to any Agent or any Lender by U.S. Borrower Borrowers and (y) payments by U.S. BorrowerLoan 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 Agents any such Lender or any Lender of their Affiliates 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, Borrowers or any other U.S. Loan Party which Obligations did not qualify under 3.7(b)(i) eighth. (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 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. 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 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 Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender), (ii) by U.K. Borrower and fees, except as otherwise provided herein or in the Fee Letter, shall be distributed to U.K. Lender subject to Section 2.6 or, following a refunding in accordance with Section 3.14, apportioned ratably 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)Lenders. 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 appliedapplied ratably among Lenders, ratably, subject to in accordance with the provisions of this Agreement, Agreement as follows: first, to pay any fees, indemnities, fees 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 BorrowerBorrowers; second, to pay interest due from the applicable Borrower Borrowers in respect of all Loans made to such BorrowerLoans, including Swingline Loans, Overadvances, 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 Base Rate Portions (other than Swingline Loans and Agent Loans, but including Overadvances) and unpaid reimbursement obligations in respect of LC Obligations Letters of the applicable BorrowerCredit; fifth, if an Event to pay principal of Default exists and is continuing, to cash-collateralize LIBOR Portions in the U.S. LC Obligations, Canadian LC Obligations and U.K. LC Obligations chronological order 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% expiration of the aggregate amount of such ObligationsInterest Periods thereof; sixth, to pay as cash collateral or prepay principal a Supporting Letter of Credit in an amount equal to 102% of the Term Loan made outstanding Letter of Credit Obligations (to the extent not supported by a Supporting Letter of Credit in such Borroweramount); seventh, to the payment of any other Obligation due to Agent or any Lender by Borrowers (other than amounts related to Product Obligations) due to Agents by such Borrower); eighth, to pay amounts due to Bank or an Affiliate of Bank in respect of Product Obligations of the type described in clause (i) of the definition thereof; and ninth, to pay amounts due to Bank, any fees, indemnities or expense reimbursements related toAffiliate of Bank, or any other amounts owing any Lender or any Agent by the applicable Borrower with in respect to, of 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 extent 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)covered above. After the occurrence and during the continuance of an Event of Default, as between Agents Agent and Borrowers, Agents 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 Agent against the Obligations, in such manner as Agents Agent may deem advisableadvisable to comply with this subsection 3.4.2, notwithstanding any entry by Agents 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 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 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, 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 Eurodollar breakage losses 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 aboveaccordance with Section 3.