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

Apportionment, Application and Reversal of Payments. Principal and interest payments (i) by Domestic Borrower shall be apportioned ratably among all Domestic Lenders (according to the unpaid principal balance of the Loans to which such payments related held by each Domestic Lender), and (ii) by Canadian Borrower shall be distributed to Canadian Lender subject to Section 2.6 or, following a refunding in accordance with Section 3.2.6, apportioned among Canadian Lender and all Canadian Participating Lenders (according to the unpaid principal balance of the Loans to which such payments related held by Canadian Lender and each Canadian Participating Lender). All payments by Domestic Borrower shall be remitted to Administrative Agent and by Canadian Borrower shall be remitted to Canadian Agent, and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Collateral, except as otherwise provided in this Agreement received by Administrative 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 then due to Administrative Agent, Canadian Agent, or Lenders from the applicable Borrower; second, to pay interest due from the applicable Borrower in respect of all Loans made to such Borrower, third, to pay or prepay principal of the Domestic Term Loan made to such Borrower; fourth, to pay or prepay principal of the Domestic Cap Ex Loans made to such Borrower; fifth, to pay or prepay principal of the Revolving Credit Loans made to such Borrower and unpaid reimbursement obligations in respect of Domestic Letters of Credit owed by such Borrower; sixth, with respect to payments by Domestic Borrower, to pay an amount to Administrative Agent equal to the available amount of all outstanding Domestic Letters of Credit to be held as cash Collateral for reimbursement and fee obligations in respect of such Domestic Letters of Credit; seventh, to the payment of any Derivative Obligations due to Administrative Agent, Canadian Agent, any Lender or any other Bank Product Provider by such Borrower, and eighth, to the payment of any other Obligations due to Administrative Agent, Canadian Agent, or any Lender by such Borrower. Except as expressly set forth to the contrary, payments received (i) from Domestic Borrower shall be applied only to the Domestic Obligations, and (ii) from Canadian Borrower shall be applied only to the Canadian

Apportionment, Application and Reversal of Payments. Principal Except as otherwise required pursuant to the provisions of this Agreement, principal and interest payments (i) by Domestic Borrower shall be apportioned ratably among all Domestic 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 related held by each Domestic Lender), LC Issuer and (ii) by Canadian Borrower shall be distributed to Canadian Lender subject to Section 2.6 or, following a refunding except as provided in accordance with Section 3.2.6, apportioned among Canadian Lender and all Canadian Participating Lenders (according to the unpaid principal balance of the Loans to which such payments related held by Canadian Lender and each Canadian Participating Lender)this Article II. All payments by Domestic Borrower (other than those collected pursuant to Section 16.2) shall be remitted to Administrative Agent and by the Agent, Canadian Borrower shall be remitted to Canadian AgentCorrespondent Lender or UK Correspondent Lender, as the case may be, and all such payments not relating to principal or interest of specific Loans, Loans or not constituting payment of specific feesfees as specified by the Domestic Borrower or otherwise, and all proceeds of Collateral, except as otherwise provided in this Agreement any Collateral received by Administrative Agent or Canadian the Agent, Canadian Correspondent Lender, or UK 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 Administrative Agentthe Agent from the applicable Borrower (other than in connection with Banking Services or Rate Management Obligations), Canadian Agentsecond, to pay any fees or expense reimbursements then due to the Lenders from the applicable Borrower; secondBorrower (other than in connection with Banking Services or Rate Management Obligations), third, to pay interest due from the applicable Borrower in respect of all Loans made to such Borrower's Loans, thirdincluding Non-Ratable Loans, to pay or prepay principal of the Domestic Term Loan made to such Borrower; Overadvances and Protective Advances, fourth, to pay or prepay principal of the Domestic Cap Ex Loans made to such Borrower; Non-Ratable Loans, Overadvances and Protective Advances, fifth, to pay or prepay principal of the Revolving Credit Loans made to such Borrower (other than Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Domestic Letters of Credit owed by such Borrower; Facility LCs, sixth, with respect to payments by Domestic Borrower, to pay an amount to Administrative the Agent equal to one hundred five percent (105%) of the available aggregate undrawn face amount of all outstanding Domestic Letters Facility LCs and the aggregate amount of Credit any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash Collateral collateral for reimbursement and fee obligations in respect of such Domestic Letters of Credit; Obligations, seventh, to the payment of any Derivative Obligations due amounts owing with respect to Administrative Agent, Canadian Agent, any Lender or any other Bank Product Provider by such BorrowerBanking Services and Rate Management Obligations, and eighth, to the payment of any other Obligations Obligation due to Administrative Agent, Canadian Agent, the Agent or any Lender by such the Borrower. Except as expressly set forth Notwithstanding anything to the contrarycontrary contained in this Agreement, payments received unless so directed by the Domestic Borrower, or unless a Default is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any Fixed Rate Loan, except (ia) from Domestic Borrower shall be applied on the expiration date of the Interest Period applicable to any such Fixed Rate Loan or (b) in the event, and only to the Domestic Obligationsextent, and (ii) from Canadian that there are no outstanding Floating Rate Loans and, in any event, the applicable Borrower shall be applied only to pay the Canadianbreakage losses in accordance with Section 3.

Apportionment, Application and Reversal of Payments. Principal and interest payments (i) by Domestic Borrower shall be apportioned ratably among all Domestic Lenders (according to the unpaid principal balance of the Loans to which such payments related held by each Domestic Lender), and (ii) by Canadian Borrower shall be distributed to Canadian Lender subject to Section 2.6 or, following a -42- refunding in accordance with Section 3.2.6, apportioned among Canadian Lender and all Canadian Participating Lenders (according to the unpaid principal balance of the Loans to which such payments related held by Canadian Lender and each Canadian Participating Lender), and (iii) by UK Borrowers shall be distributed to UK Lender subject to Section 2.6 or, following a refunding in accordance with Section 3.2.7, apportioned among UK Lender and all UK Participating Lenders (according to the unpaid principal balance of the Loans to which such payments related held by UK Lender and each UK Participating Lender). All payments by Domestic Borrower shall be remitted to Administrative Agent and Agent, by Canadian Borrower shall be remitted to Canadian Agent, and by UK Borrowers shall be remitted to UK Agent, and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of CollateralAccounts or, except as otherwise provided in this Agreement Section 3.3, other Collateral received by Administrative Agent, Canadian Agent or Canadian UK Agent, as applicable, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements then due to Administrative Agent, Canadian Agent, UK Agent, Bank or Lenders from the applicable Borrower; second, to pay interest due from the applicable Borrower in respect of all Loans made to such Borrower, third, to pay or prepay principal of the Domestic any Term Loan made to such Borrower; fourth, to pay or prepay principal of the Domestic Cap Ex Loans made to such Borrower; fifth, to pay or prepay principal of the Revolving Credit Loans made to such Borrower and unpaid reimbursement obligations in respect of Domestic Letters of Credit owed by such Borrower; sixthfifth, with respect to payments by Domestic Borrower, to pay an amount to Administrative Agent equal to the available amount of all outstanding Domestic Letters of Credit to be held as cash Collateral for reimbursement and fee obligations in respect of such Domestic Letters of Credit; seventhsixth, with respect to payments by UK Borrowers, to pay an amount to UK Agent equal to the payment available amount of any Derivative Obligations due all outstanding UK Letters of Credit to Administrative Agent, Canadian Agent, any Lender or any other Bank Product Provider by be held as cash Collateral for reimbursement and fee obligations in respect of such Borrower, UK Letters of Credit; and eighthseventh, to the payment of any other Obligations due to the Administrative Agent, Canadian Agent, UK Agent, Bank or any Lender by such Borrower. Except as expressly set forth to the contrary, payments received (i) from Domestic Borrower shall be applied only to the Domestic Obligations, and (ii) from Canadian Borrower shall be applied only to the CanadianCanadian Obligations, and (iii) from UK Borrowers shall be applied only to the UK Obligations. Subject to the provisions of this Section 3.4.2, after the occurrence and during the continuance of an Event of Default, Administrative Agent, Canadian Agent and UK Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Administrative Agent, Canadian Agent or UK Agent or their agents against the Obligations, in such manner as Administrative Agent, Canadian Agent or UK Agent may deem advisable, notwithstanding any entry by Administrative Agent, Canadian Agent, UK Agent, Bank or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal (a) Aggregate --------------------------------------------------- principal and interest payments (i) by Domestic from the Canadian Borrower shall be apportioned ratably among all Domestic the Canadian Lenders (according to the unpaid principal balance of the Loans to which such payments related relate held by each Domestic LenderCanadian Lender but subject to Section 2.2(j) hereof with regard to Settlement of Settlement Loans, Agent Advances and all other Canadian Revolving Loans), and (ii) by payments of the fees shall, as applicable, be apportioned ratably among the Canadian Borrower shall be distributed to Canadian Lender subject to Section 2.6 or, following a refunding Lenders in accordance with Section 3.2.6, apportioned among their Participations in the Canadian Lender and all Canadian Participating Lenders (according to the unpaid principal balance of the Loans to which such payments related held by Canadian Lender and each Canadian Participating Lender)Revolving Credit Facility Agreement. All payments by Domestic Borrower shall be remitted to Administrative the Agent and by Canadian Borrower shall be remitted to Canadian Agent, and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Collateral, except as otherwise provided in this Agreement Accounts of the Canadian Borrower other Canadian Collateral received by Administrative Agent or Canadian the Agent, as applicable, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees (including, ----- without limitation, the Collateral Management Fee and any audit fees), indemnitiesexpenses, reimbursements or expense reimbursements indemnities then due to Administrative Agent, Canadian Agent, or Lenders the Agent from the applicable Canadian Borrower; second, to pay interest any fees, expense reimbursements or indemnities then due to the ------ Canadian Lenders from the applicable Borrower in respect of all Loans made to such Canadian Borrower, ; third, to pay or prepay principal interest due in ----- respect of the Domestic Term Loan made to such BorrowerSettlement Loans and Agent Advances under the Canadian Revolving Credit Facility; fourth, to pay or prepay principal of the Domestic Cap Ex Settlement Loans made to such Borrowerand ------ Agent Advances under the Canadian Revolving Credit Facility; fifth, to pay ----- interest due in respect of all Canadian Revolving Loans (other than the Settlement Loans and Agent Advances), and unpaid reimbursement obligations in respect of Letters of Credit and F/X Transactions under the Canadian Revolving Credit Facility; sixth, to pay or prepay principal of the Canadian Revolving ----- Loans (other than the Settlement Loans and Agent Advances) and to pay, prepay or provide cash collateral in respect of outstanding Letters of Credit under the Canadian Revolving Credit Facility, or any unpaid reimbursement obligations in respect thereof, as applicable; and seventh, to the payment of any other ------- Obligation due to the Agent or any Canadian Lender by the Canadian Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Canadian Borrower, or unless an Event of Default is outstanding, neither the Agent nor any Canadian Lender shall apply any payment it receives to any BA Equivalent Loan or LIBOR Loan except (a) on the expiration date of the Interest Period applicable to any such Loan, or (b) in the event, and only to the extent, that there are no outstanding Prime Rate Loans made or Base Rate Loans. The Agent shall promptly distribute to each Canadian Lender, pursuant to the applicable wire transfer instructions provided in writing to the Agent, or pursuant to such other instructions such funds as it may be entitled to receive. The Agent and the Canadian Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations under or in connection with the Canadian Revolving Credit Facility. (b) Aggregate principal and interest payments by the U.K. Borrower shall be apportioned ratably among the U.K. Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each U.K. Lender but subject to Section 2.2(j) hereof with regard to Settlement of Settlement Loans, Agent Advances and all other U.K. Revolving Loans), and payments of the fees shall, as applicable, be apportioned ratably among the U.K. Lenders in accordance with their Participations in the U.K. Revolving Credit Facility. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts of the U.K. Borrower or other U.K. Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees (including, without limitation, audit ----- fees), expenses, reimbursements or indemnities then due to the Agent or the Security Trustee from the U.K. Borrower; second, to pay any fees, expense ------ reimbursements or indemnities then due to the U.K. Lenders from the U.K. Borrower; third, to pay interest due in respect of the Settlement Loans and ----- Agent Advances under the U.K. Revolving Credit Facility; fourth, to pay or ------ prepay principal of the Settlement Loans and Agent Advances under the U.K. Revolving Credit Facility; fifth, to pay interest due in respect of all U.K. ----- Revolving Loans (other than the Settlement Loans and Agent Advances), and unpaid reimbursement obligations in respect of Domestic Letters of Credit owed by such Borrowerand F/X Transactions under the U.K. Revolving Credit Facility; sixth, with respect to payments by Domestic Borrower, to pay an amount or prepay principal of ----- the U.K. Revolving Loans (other than the Settlement Loans and Agent Advances) and to Administrative Agent equal to the available amount pay, prepay or provide cash collateral in respect of all outstanding Domestic Letters of Credit to be held as cash Collateral for under the U.K. Revolving Credit Facility, or any unpaid reimbursement and fee obligations in respect of such Domestic Letters of Creditthereof, as applicable; and seventh, to the payment of ------- any Derivative Obligations other Obligation due to Administrative Agent, Canadian Agent, any Lender the Agent or any other Bank Product Provider U.K. Lender by such the U.K. Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the U.K. Borrower, or unless an Event of Default is outstanding, neither the Agent nor any U.K. Lender shall apply any payment it receives to any LIBOR Loan except (a) on the expiration date of the Interest Period applicable to any such Loan, or (b) in the event, and eighth, only to the payment of any other Obligations due extent, that there are no outstanding U.K. Reference Rate Loans. The Agent shall promptly distribute to Administrative Agenteach U.K. Lender, Canadian pursuant to the applicable wire transfer instructions provided in writing to the Agent, or pursuant to such other instructions such funds as it may be entitled to receive. The Agent and the U.K. Lenders shall have the continuing and exclusive right to apply and reverse and reapply any Lender by and all such Borrower. Except as expressly set forth proceeds and payments to any portion of the contrary, payments received (i) from Domestic Borrower shall be applied only to Obligations under or in connection with the Domestic Obligations, and (ii) from Canadian Borrower shall be applied only to the CanadianU.K. Revolving Credit Facility

Apportionment, Application and Reversal of Payments. Principal and interest payments (i) by Domestic Borrower shall be apportioned ratably among all Domestic the Lenders (according to the unpaid principal balance of the Loans to which such payments related relate held by each Domestic Lender), and (ii) by Canadian Borrower shall be distributed to Canadian Lender subject to Section 2.6 or, following a refunding in accordance with Section 3.2.6, apportioned among Canadian Lender and all Canadian Participating Lenders (according to the unpaid principal balance of the Loans to which such payments related held by Canadian Lender and each Canadian Participating Lender). All payments by Domestic Borrower Borrowers shall be remitted to Administrative Agent, and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or, except as provided in Section 3.3.1, other Collateral received by Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements then due to Administrative Agent, Bank or Lenders from Domestic Borrowers; second, to pay interest due from Domestic Borrowers in respect of all Domestic Revolving Credit Loans and the Domestic Term Loan; third, to pay or prepay principal of the Domestic Term Loan; fourth, to pay or prepay principal of the Domestic Revolving Credit Loans and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Administrative Agent equal to the available amount of all outstanding Letters of Credit to be held as cash collateral for reimbursement and fee obligations in respect of such Letters of Credit; and sixth, to the payment of any other Domestic Obligations due to the Administrative Agent, Bank or any Lender by Domestic Borrowers. All payments by Canadian Borrower shall be remitted to Canadian Agent, and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of CollateralAccounts or, except as otherwise provided in this Agreement Section 3.3.1, other Collateral received by Administrative 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 then due to Administrative Canadian Agent, Canadian Agent, Lender or Lenders Canadian Participating Lender from the applicable Canadian Borrower; second, to pay interest due from the applicable Canadian Borrower in respect of all Canadian Revolving Credit Loans made to such Borrower, and the Canadian Term Loan; third, to pay or prepay principal of the Domestic Canadian Term Loan made to such BorrowerLoan; fourth, to pay or prepay principal of the Domestic Cap Ex Loans made to such Borrower; fifth, to pay or prepay principal of the Canadian Revolving Credit Loans made to such Borrower Loan; and unpaid reimbursement obligations in respect of Domestic Letters of Credit owed by such Borrower; sixth, with respect to payments by Domestic Borrower, to pay an amount to Administrative Agent equal to the available amount of all outstanding Domestic Letters of Credit to be held as cash Collateral for reimbursement and fee obligations in respect of such Domestic Letters of Credit; seventh, to the payment of any Derivative Obligations due to Administrative Agent, Canadian Agent, any Lender or any other Bank Product Provider by such Borrower, and eighthfifth, to the payment of any other Canadian Obligations due to the Canadian Agent, the Canadian Lender or any Canadian Participating Lender by Canadian Borrower. After the occurrence and during the continuance of an Event of Default, Administrative Agent and Canadian Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Administrative Agent or Canadian Agent or their agents against the Domestic Obligations and the Canadian Obligations, respectively, in such manner as Administrative Agent or Canadian Agent may deem advisable, notwithstanding any entry by Administrative Agent, Canadian Agent, Bank or any Lender by such Borrower. Except as expressly set forth to the contrary, payments received (i) from Domestic Borrower shall be applied only to the Domestic Obligations, upon any of its books and (ii) from Canadian Borrower shall be applied only to the Canadianrecords.