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

Apportionment, Application and Reversal of Payments. (a) Principal and interest payments in respect of Canadian Revolving Loans shall be apportioned ratably among the Canadian Lenders (according to the unpaid principal balance of the Canadian Revolving Loans to which such payments relate held by each Canadian 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 Obligations (other than Obligations under Bank Products, which shall be remitted directly to the BP Provider and 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 the Agent (except as 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 or expenses) and all proceeds of Accounts or other Collateral of the Canadian Loan Parties received by the Agent, 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 Borrower; second, to pay any fees or expense reimbursements (other than any amounts relating to Bank Products that are (a) without giving effect to any demand requirement thereunder); eighth, to the payment (for greater certainty, ratably amongst the Canadian Lenders and their affiliates providing Hedge Agreements to Canadian Loan Parties) of any Obligations relating to Hedge Agreements then due to any Lender or any of their Affiliates by the Canadian Borrower or any other Canadian Loan Party in a maximum amount to each such Lender that is the lesser of (i) the Hedging Amount previously advised to the Agent in writing and (ii) the Allocated Amount of such Lender; ninth, to the payment of any other Obligations (other than Hedge Agreements) then due by the Canadian Borrower or other Canadian Loan Party; tenth, to the payment (for greater certainty, ratably amongst the Canadian Lenders and their affiliates providing Hedge Agreements to Canadian Loan Parties) of any Obligations relating to Hedging Agreements then due to any such Lender or any of their Affiliates by the Canadian Borrower or any other Canadian Loan Party which Obligations did not qualify under 3.7(a)(i) eighth; and eleventh, to the Canadian Borrower. (ii) Upon the occurrence and during the continuance of an Event of Default: first, to pay any fees, indemnities or expense reimbursements (other than any amounts relating to Bank Products) then due to the Agent from the Canadian Borrower; second, to pay any fees, indemnities or expense reimbursements (other than amounts relating to Bank Products that are Hedge Agreements) then due to the BP Provider (including its Affiliates) and Canadian Lenders from the Canadian Borrower or any other Canadian Loan Party; third, to pay interest due in respect of all Canadian Revolving Loans, including Canadian Agent Advances and Overdraft Accommodations (together with any amounts payable under Section 4.1 with respect to such interest); fourth, to pay or prepay principal of the Canadian Agent Advances, Overdraft Accommodations and amounts relating to Bank Products that are not Hedge Agreements; fifth, to pay or prepay principal of the Canadian Revolving Loans (other than Canadian Agent Advances, Overdraft Accommodations and Bank Products that are not Hedge Agreements) and unpaid reimbursement obligations in respect of Pro Rata Canadian Letters of Credit and Canadian Letters of Credit; sixth, to pay an amount to the Agent equal to all outstanding Obligations (contingent or otherwise) with respect to Pro Rata Canadian Letters of Credit and Canadian Letters of Credit to be held as cash collateral for such Obligations; seventh, to the payment (for greater certainty, ratably amongst the Canadian Lenders and their affiliates providing Hedge Agreements to Canadian Loan Parties) of any Obligations relating to Hedge Agreements then due to any Lender or any of their Affiliates by the Canadian Borrower or any other Canadian Loan Party in a maximum amount to each such Lender that is the lesser of (i) the Hedging Amount previously advised to the Agent in writing and (ii) the Allocated Amount of such Lender; eighth, to the payment of any other Obligations (other than Hedge Agreements) of the Canadian Borrower and other Canadian Loan Parties then due; ninth, to the payment (for greater certainty, ratably amongst the Canadian Lenders and their Affiliates providing Hedge Agreements to Canadian Loan Parties) of any Obligations relating to Hedging Agreements then due to any such Lender or any of their Affiliates by the Canadian Borrower or any other Canadian Loan Party which Obligations did not qualify under 3.7(a)(ii) seventh; tenth, to the payment of Obligations of the U.S. Borrowers in order of priority set forth in 3.7(b)(ii) (other than clause twelfth); eleventh, to the payment (for greater certainty, ratably amongst former Canadian Lenders and their Affiliates who provided Hedge Agreements to Canadian Loan Parties during such former Canadian Lender’s tenure as a Canadian Lender hereunder) of any Obligations relating to Hedging Agreements (provided during such tenure) then due to any such former Lender or any of their Affiliates by the Canadian Borrower or any other Canadian Loan Party; and twelfth, to the Canadian Borrower or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Canadian Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Canadian Lender, (i) shall apply any payments which it receives to applicable Obligations unless such payments received are in the same currency in which such applicable Obligations are denominated, provided that the Borrowings shall not exceed applicable Availability as a consequence thereof, and provided further that the Agent may, in its sole discretion, nevertheless apply the Equivalent Amount of payments received in one currency to applicable Obligations denominated in another currency, and (ii) shall apply any payments which it receives to any BA Equivalent Revolving Loan or LIBOR Revolving Loan of the Canadian Borrower, except (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, 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 principal of the U.S. Revolving Loans (other than U.S. Agent Advances) and unpaid reimbursement obligations in respect of U.S. Letters of Credit; seventh, to pay an amount to the Agent equal to all outstanding Obligations (contingent or otherwise) with respect to U.S. Letters of Credit to be held as cash collateral for such Obligations (but only to the extent such cash collateralization is necessary to comply with the requirements of the third sentence of Section 3.1(b) without giving effect to any demand requirement thereunder); eighth, to the payment (for greater certainty, ratably amongst the U.S. Lenders and their Affiliates providing Hedge Agreements to U.S. Loan Parties) of any Obligations relating to Hedge Agreements then due to any such Lender or any of their Affiliates by the U.S. Borrowers or any other U.S. Loan Party in a maximum amount to each such Lender that is the lesser of (i) the Hedging Amount previously advised to the Agent in writing and (ii) the Allocated Amount of such Lender; ninth, to the payment of any other Obligations (other than under Hedge Agreements) then due by U.S. Borrowers and U.S. Loan Parties; and tenth, to the payment (for greater certainty, ratably amongst the U.S. Lenders and their Affiliates providing Hedge Agreements to U.S. Loan Parties) of any 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)(i) eighth. (ii) 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 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, 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 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.

Apportionment, Application and Reversal of Payments. (a) Principal Aggregate --------------------------------------------------- principal and interest payments in respect of from the Canadian Revolving Loans Borrower shall be apportioned ratably among the Canadian Lenders (according to the unpaid principal balance of the Canadian Revolving Loans to which such payments relate held by each Canadian LenderLender but subject to Section 2.2(j) hereof with regard to Settlement of Settlement Loans, Agent Advances and all other Canadian Revolving Loans), and payments of the fees shall, as applicable, be apportioned ratably among the Canadian Lenders, except for fees payable by Lenders in accordance with their Participations in 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 Revolving Credit IssuerFacility Agreement. All payments by the Canadian Borrower in respect of Obligations (other than Obligations under Bank Products, which shall be remitted directly to the BP Provider and 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 the Agent (except as 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 or expenses) fees, and all proceeds of Accounts or other Collateral of the Canadian Loan Parties Borrower other Canadian Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement (includingAgreement, 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 (including, ----- without limitation, the Collateral Management Fee and any audit fees, indemnities or expense reimbursements (other than any amounts relating to Bank Products), then due to the Agent expenses, reimbursements or any of its Affiliates from the Canadian Borrower; second, to pay any fees or expense reimbursements (other than any amounts relating to Bank Products that are (a) without giving effect to any demand requirement thereunder); eighth, to the payment (for greater certainty, ratably amongst the Canadian Lenders and their affiliates providing Hedge Agreements to Canadian Loan Parties) of any Obligations relating to Hedge Agreements then due to any Lender or any of their Affiliates by the Canadian Borrower or any other Canadian Loan Party in a maximum amount to each such Lender that is the lesser of (i) the Hedging Amount previously advised to the Agent in writing and (ii) the Allocated Amount of such Lender; ninth, to the payment of any other Obligations (other than Hedge Agreements) then due by the Canadian Borrower or other Canadian Loan Party; tenth, to the payment (for greater certainty, ratably amongst the Canadian Lenders and their affiliates providing Hedge Agreements to Canadian Loan Parties) of any Obligations relating to Hedging Agreements then due to any such Lender or any of their Affiliates by the Canadian Borrower or any other Canadian Loan Party which Obligations did not qualify under 3.7(a)(i) eighth; and eleventh, to the Canadian Borrower. (ii) Upon the occurrence and during the continuance of an Event of Default: first, to pay any fees, indemnities or expense reimbursements (other than any amounts relating to Bank Products) then due to the Agent from the Canadian Borrower; second, to pay any fees, indemnities or expense reimbursements (other than amounts relating to Bank Products that are Hedge Agreements) or indemnities then due to the BP Provider (including its Affiliates) and ------ Canadian Lenders from the Canadian Borrower or any other Canadian Loan PartyBorrower; third, to pay interest due in ----- respect of all the Settlement Loans and Agent Advances under the Canadian Revolving Loans, including Canadian Agent Advances and Overdraft Accommodations (together with any amounts payable under Section 4.1 with respect to such interest)Credit Facility; fourth, to pay or prepay principal of the Settlement Loans and ------ Agent Advances under the Canadian Revolving Credit Facility; fifth, to pay ----- interest due in respect of all Canadian Revolving Loans (other than the Settlement Loans and Agent Advances), Overdraft Accommodations and amounts relating to Bank Products that are not Hedge Agreementsunpaid reimbursement obligations in respect of Letters of Credit and F/X Transactions under the Canadian Revolving Credit Facility; fifthsixth, to pay or prepay principal of the Canadian Revolving ----- Loans (other than Canadian the Settlement Loans and Agent Advances, Overdraft Accommodations and Bank Products that are not Hedge Agreements) 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 of Pro Rata Canadian Letters of Credit thereof, as applicable; 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, ------- Obligation due 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 Agent or any of their Affiliates Canadian Lender 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 directBorrower. 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 continuingoutstanding, neither the Agent nor any Canadian Lender, (i) Lender 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 payment 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 or Base Rate Loans. The Agent shall promptly distribute to each Canadian Lender, pursuant to the Canadian Borrower (applicable wire transfer instructions provided in writing to the case of BA Equivalent Revolving Loans) Agent, 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)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, in each instance in accordance with this Section 3.7, reapply any and all such proceeds and payments to any portion of the Obligations. Agent shall have no obligation to calculate Obligations under or in connection with 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 itCanadian Revolving Credit Facility. (b) Principal Aggregate principal and interest payments in respect of U.S. Revolving Loans by the U.K. Borrower shall be apportioned ratably among the U.S. U.K. Lenders (according to the unpaid principal balance of the U.S. Revolving Loans to which such payments relate held by each U.S. LenderU.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.S. Lenders, except for (i) fees payable by U.S. Borrowers solely to U.K. Lenders in accordance with their Participations in the Agent, the Bank, U.S. Cash Management Provider or the U.S. Letter of U.K. Revolving Credit Issuer, and (ii) expense reimbursements and indemnification payments owed to any U.S. LenderFacility. 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) fees, and all proceeds of Accounts of the U.K. Borrower or other U.K. 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 (including, without limitation, audit ----- fees), expenses, reimbursements or indemnities or expense reimbursements, then due to the Agent, Agent or the Bank or any of their Affiliates Security Trustee from the U.S. BorrowersU.K. Borrower; second, to pay any fees, expense ------ reimbursements or indemnities or expense reimbursements (other than any amounts related to Bank Products) then due to the U.S. U.K. Lenders from the U.S. BorrowersU.K. Borrower; third, to pay interest due in respect of all U.S. the Settlement Loans and ----- Agent Advances under the U.K. Revolving Loans, including U.S. Agent Advances, made to the U.S. BorrowersCredit Facility; fourth, to pay or ------ prepay principal of the U.S. Settlement Loans and Agent AdvancesAdvances under the U.K. Revolving Credit Facility; fifth, to pay an amount to interest due in respect of all U.K. ----- Revolving Loans (other than the U.S. Cash Management Provider equal to all outstanding Obligations with Settlement Loans and Agent Advances), and unpaid reimbursement obligations in respect to any outstanding U.S. Overadvanceof Letters of Credit and F/X Transactions under the U.K. Revolving Credit Facility; sixth, to pay or prepay principal of ----- the U.S. U.K. Revolving Loans (other than U.S. the Settlement Loans and Agent Advances) and to pay, prepay or provide cash collateral in respect of outstanding Letters of Credit under the U.K. Revolving Credit Facility, or any unpaid reimbursement obligations in respect of U.S. Letters of Creditthereof, as applicable; and seventh, to pay an amount to the Agent equal to all outstanding Obligations (contingent or otherwise) with respect to U.S. Letters of Credit to be held as cash collateral for such Obligations (but only to the extent such cash collateralization is necessary to comply with the requirements of the third sentence of Section 3.1(b) without giving effect to any demand requirement thereunder); eighth, to the payment (for greater certainty, ratably amongst the U.S. Lenders and their Affiliates providing Hedge Agreements to U.S. Loan Parties) of any Obligations relating to Hedge Agreements then due to any such Lender or any of their Affiliates by the U.S. Borrowers or any other U.S. Loan Party in a maximum amount to each such Lender that is the lesser of (i) the Hedging Amount previously advised to the Agent in writing and (ii) the Allocated Amount of such Lender; ninth, to the payment of ------- any other Obligations (other than under Hedge Agreements) then due by U.S. Borrowers and U.S. Loan Parties; and tenth, to the payment (for greater certainty, ratably amongst the U.S. Lenders and their Affiliates providing Hedge Agreements to U.S. Loan Parties) of any 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)(i) eighth. (ii) Upon the occurrence and during the continuance of an Event of Default: first, to pay any fees, indemnities or expense reimbursements then Obligation due to the Agent, the Bank Agent 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 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 U.K. 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 directU.K. Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the U.S. BorrowersU.K. Borrower, or unless an Event of Default has occurred and is continuingoutstanding, neither the Agent nor any U.S. U.K. Lender shall apply any payments which payment 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, or (b) in the event, and only to the extent, that there are no outstanding U.S. Prime U.K. Reference Rate Revolving Loans owing by Loans. The Agent shall promptly distribute to each U.K. Lender, pursuant to the U.S. Borrowers and, applicable wire transfer instructions provided in any event, writing to the U.S. Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4(b)Agent, or (c) the 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, in each instance in accordance with this Section 3.7, reapply any and all such proceeds and payments to any portion of the Obligations. Agent shall have no obligation to calculate Obligations under or in connection with 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.U.K. Revolving Credit Facility

Apportionment, Application and Reversal of Payments. (a) Principal and interest payments in respect of Canadian Revolving Loans (i) by Domestic Borrower shall be apportioned ratably among the Canadian all Domestic Lenders (according to the unpaid principal balance of the Canadian Revolving Loans to which such payments relate related held by each Canadian Domestic 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 Obligations (other than Obligations under Bank Products, which shall be remitted directly to the BP Provider and 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 the Agent (except as 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 or expenses) and all proceeds of Accounts or other Collateral of the Canadian Loan Parties received by the Agent, 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 Borrower; second, to pay any fees or expense reimbursements (other than any amounts relating to Bank Products that are (a) without giving effect to any demand requirement thereunder); eighth, to the payment (for greater certainty, ratably amongst the Canadian Lenders and their affiliates providing Hedge Agreements to Canadian Loan Parties) of any Obligations relating to Hedge Agreements then due to any Lender or any of their Affiliates by the Canadian Borrower or any other Canadian Loan Party in a maximum amount to each such Lender that is the lesser of (i) the Hedging Amount previously advised to the Agent in writing and (ii) the Allocated Amount of such Lender; ninth, to the payment of any other Obligations (other than Hedge Agreements) then due by the Canadian Borrower or other Canadian Loan Party; tenth, to the payment (for greater certainty, ratably amongst the Canadian Lenders and their affiliates providing Hedge Agreements to Canadian Loan Parties) of any Obligations relating to Hedging Agreements then due to any such Lender or any of their Affiliates by the Canadian Borrower or any other Canadian Loan Party which Obligations did not qualify under 3.7(a)(i) eighth; and eleventh, to the Canadian Borrower. (ii) Upon the occurrence and during the continuance of an Event of Default: first, to pay any fees, indemnities or expense reimbursements (other than any amounts relating to Bank Products) then due to the Agent from the Canadian Borrower; second, to pay any fees, indemnities or expense reimbursements (other than amounts relating to Bank Products that are Hedge Agreements) then due to the BP Provider (including its Affiliates) and Canadian Lenders from the Canadian Borrower or any other Canadian Loan Party; third, to pay interest due in respect of all Canadian Revolving Loans, including Canadian Agent Advances and Overdraft Accommodations (together with any amounts payable under Section 4.1 with respect to such interest); fourth, to pay or prepay principal of the Canadian Agent Advances, Overdraft Accommodations and amounts relating to Bank Products that are not Hedge Agreements; fifth, to pay or prepay principal of the Canadian Revolving Loans (other than Canadian Agent Advances, Overdraft Accommodations and Bank Products that are not Hedge Agreements) and unpaid reimbursement obligations in respect of Pro Rata Canadian Letters of Credit and Canadian Letters of Credit; sixth, to pay an amount to the Agent equal to all outstanding Obligations (contingent or otherwise) with respect to Pro Rata Canadian Letters of Credit and Canadian Letters of Credit to be held as cash collateral for such Obligations; seventh, to the payment (for greater certainty, ratably amongst the Canadian Lenders and their affiliates providing Hedge Agreements to Canadian Loan Parties) of any Obligations relating to Hedge Agreements then due to any Lender or any of their Affiliates by the Canadian Borrower or any other Canadian Loan Party in a maximum amount to each such Lender that is the lesser of (i) the Hedging Amount previously advised to the Agent in writing and (ii) the Allocated Amount of such Lender; eighth, to the payment of any other Obligations (other than Hedge Agreements) of the Canadian Borrower and other Canadian Loan Parties then due; ninth, to the payment (for greater certainty, ratably amongst the Canadian Lenders and their Affiliates providing Hedge Agreements to Canadian Loan Parties) of any Obligations relating to Hedging Agreements then due to any such Lender or any of their Affiliates by the Canadian Borrower or any other Canadian Loan Party which Obligations did not qualify under 3.7(a)(ii) seventh; tenth, to the payment of Obligations of the U.S. Borrowers in order of priority set forth in 3.7(b)(ii) (other than clause twelfth); eleventh, to the payment (for greater certainty, ratably amongst former Canadian Lenders and their Affiliates who provided Hedge Agreements to Canadian Loan Parties during such former Canadian Lender’s tenure as a Canadian Lender hereunder) of any Obligations relating to Hedging Agreements (provided during such tenure) then due to any such former Lender or any of their Affiliates by the Canadian Borrower or any other Canadian Loan Party; and twelfth, to the Canadian Borrower or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Canadian Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Canadian Lender, (i) shall apply any payments which it receives to applicable Obligations unless such payments received are in the same currency in which such applicable Obligations are denominated, provided that the Borrowings shall not exceed applicable Availability as a consequence thereof, and provided further that the Agent may, in its sole discretion, nevertheless apply the Equivalent Amount of payments received in one currency to applicable Obligations denominated in another currency, and (ii) shall apply any payments which it receives to any BA Equivalent Revolving Loan or LIBOR Revolving Loan of the Canadian Borrower, except (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 be distributed to Canadian Lender subject to Section 2.6 or, following a -42- refunding in accordance with Section 4.4(a). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply3.2.6, in each instance in accordance with this Section 3.7, any apportioned among Canadian Lender 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. Canadian Participating Lenders (according to the unpaid principal balance of the U.S. Revolving Loans to which such payments relate related held by Canadian Lender and each U.S. Canadian Participating 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 (iiiii) expense reimbursements 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 indemnification all UK Participating Lenders (according to the unpaid principal balance of the Loans to which such payments owed to any U.S. related held by UK Lender and each UK Participating 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) Domestic Borrower shall be remitted to the Agent (except as expressly provided herein otherwise) Administrative Agent, by Canadian Borrower shall be remitted to Canadian Agent, and by UK Borrowers shall be remitted to UK Agent, 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) fees, and all proceeds of Accounts or or, except as provided in Section 3.3, other Collateral of U.S. Borrowers and U.S. Loan Parties received by the Administrative Agent, Canadian Agent or UK 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 then due to the Administrative Agent, the Canadian Agent, UK Agent, Bank or any of their Affiliates Lenders from the U.S. Borrowersapplicable Borrower; second, to pay any fees, indemnities or expense reimbursements (other than any amounts related to Bank Products) then interest due to the U.S. Lenders from the U.S. Borrowers; applicable Borrower in respect of all Loans made to such Borrower, third, to pay interest due in respect or prepay principal of all U.S. Revolving Loans, including U.S. Agent Advances, any Term Loan made to the U.S. Borrowerssuch Borrower; fourth, to pay or prepay principal of the U.S. Agent Advances; fifth, Revolving Credit Loans made to pay an amount to the U.S. Cash Management Provider equal to all outstanding Obligations with respect to any outstanding U.S. Overadvance; sixth, to pay or prepay principal of the U.S. Revolving Loans (other than U.S. Agent Advances) such Borrower and unpaid reimbursement obligations in respect of U.S. Letters of CreditCredit owed by such Borrower; seventhfifth, with respect to payments by Domestic Borrower, to pay an amount to the Administrative Agent equal to the available amount of all outstanding Obligations (contingent or otherwise) with respect to U.S. Domestic Letters of Credit to be held as cash collateral Collateral for reimbursement and fee obligations in respect of such Obligations (but only Domestic Letters of Credit; sixth, with respect to payments by UK Borrowers, to pay an amount to UK Agent equal to the extent such available amount of all outstanding UK Letters of Credit to be held as cash collateralization is necessary to comply with the requirements of the third sentence of Section 3.1(b) without giving effect to any demand requirement thereunder); eighth, to the payment (Collateral for greater certainty, ratably amongst the U.S. Lenders reimbursement 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 fee obligations 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 respect of such LenderUK Letters of Credit; ninthand seventh, to the payment of any other Obligations (other than under Hedge Agreements) then due by U.S. Borrowers and U.S. Loan Parties; and tenth, to the payment (for greater certaintyAdministrative Agent, 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 Canadian Agent, UK Agent, Bank or any of their Affiliates Lender by such Borrower. Except as expressly set forth to the U.S. Borrowers or any other U.S. Loan Party which Obligations did not qualify under 3.7(b)(icontrary, payments received (i) eighth. from Domestic Borrower shall be applied only to the Domestic Obligations, (ii) Upon from Canadian Borrower shall be applied only to the Canadian 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: first, to pay any fees, indemnities or expense reimbursements then due to the Administrative 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 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, 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 UK Agent shall have the continuing and exclusive right to apply and reverse and reapply, in each instance in accordance with this Section 3.7, reapply any and all such proceeds payments and payments to collections received at any portion of 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 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, UK Agent may assume the amount to be distributed is the Hedging Amount last reported to itdeem 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. (a) Principal Except as otherwise required pursuant to the provisions of this Agreement, principal and interest payments in respect of Canadian Revolving Loans shall be apportioned ratably among the Canadian Lenders (according to the unpaid principal balance of the Canadian Revolving Loans to which such payments relate held by each Canadian Lender) as set forth in this Article II 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, Agent and the BP Provider, Royal Bank, each Lender (LC Issuer and except as provided in respect of Pro Rata Canadian Letters of Credit) or the Canadian Letter of Credit Issuerthis Article II. All payments by the Canadian Borrower in respect of Obligations (other than Obligations under Bank Products, which shall be remitted directly those collected pursuant to the BP Provider and 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 PartySection 16.2) shall be remitted to the Agent (except Agent, Canadian Correspondent Lender or UK Correspondent Lender, as expressly provided herein otherwise) the case may be, and all such payments (to the extent not relating to principal or interest of specific Canadian Revolving Loans, Loans or not constituting payment of specific fees as specified by the Domestic Borrower or expenses) otherwise, and all proceeds of Accounts or other any Collateral of the Canadian Loan Parties received by the Agent, Canadian Correspondent Lender, or UK Correspondent Lender, as the case may be, shall be applied, ratably, subject to the provisions of this Agreement (includingAgreement, 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 indemnities, or expense reimbursements (other than any including amounts relating to Bank Products), then due to the Agent or any of its Affiliates from the Canadian Borrower; applicable Borrower (other than in connection with Banking Services or Rate Management Obligations), 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 Lenders from the Canadian Borrower; second, to pay any fees, indemnities or expense reimbursements applicable Borrower (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 in connection with Banking Services or any other Canadian Loan Party; Rate Management Obligations), third, to pay interest due in respect of all Canadian Revolving such Borrower's Loans, including Canadian Agent Advances Non-Ratable Loans, Overadvances and Overdraft Accommodations (together with any amounts payable under Section 4.1 with respect to such interest); Protective Advances, fourth, to pay or prepay principal of the Canadian Agent Non-Ratable Loans, Overadvances and Protective 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 Non-Ratable Loans, Overadvances and Protective 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; Facility LCs, sixth, to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Obligations (contingent or otherwise) with Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect to Pro Rata Canadian Letters of Credit and Canadian Letters of Credit Facility LCs, 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 amounts owing with respect 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 Banking Services and (ii) the Allocated Amount of such Lender; Rate Management Obligations, and eighth, to the payment of any other Obligations (other than Hedge Agreements) of the Canadian Borrower and other Canadian Loan Parties then due; ninth, Obligation due 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 Agent or any of their Affiliates Lender 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 directBorrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Canadian Domestic Borrower, or unless an Event of a Default has occurred and is continuingin existence, neither the Agent nor any Canadian Lender, (i) Lender 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 payment which it receives to any BA Equivalent Revolving Loan or LIBOR Revolving Loan of the Canadian BorrowerFixed Rate Loan, except (a) on the expiration date of the BA Equivalent Interest Period applicable to any such BA Equivalent Revolving Fixed Rate 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 Floating 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 applicable Borrower shall pay BA Equivalent and LIBOR Rate the 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 it3. (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, 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 principal of the U.S. Revolving Loans (other than U.S. Agent Advances) and unpaid reimbursement obligations in respect of U.S. Letters of Credit; seventh, to pay an amount to the Agent equal to all outstanding Obligations (contingent or otherwise) with respect to U.S. Letters of Credit to be held as cash collateral for such Obligations (but only to the extent such cash collateralization is necessary to comply with the requirements of the third sentence of Section 3.1(b) without giving effect to any demand requirement thereunder); eighth, to the payment (for greater certainty, ratably amongst the U.S. Lenders and their Affiliates providing Hedge Agreements to U.S. Loan Parties) of any Obligations relating to Hedge Agreements then due to any such Lender or any of their Affiliates by the U.S. Borrowers or any other U.S. Loan Party in a maximum amount to each such Lender that is the lesser of (i) the Hedging Amount previously advised to the Agent in writing and (ii) the Allocated Amount of such Lender; ninth, to the payment of any other Obligations (other than under Hedge Agreements) then due by U.S. Borrowers and U.S. Loan Parties; and tenth, to the payment (for greater certainty, ratably amongst the U.S. Lenders and their Affiliates providing Hedge Agreements to U.S. Loan Parties) of any 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)(i) eighth. (ii) 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 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, 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 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.