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

Apportionment, Application and Reversal of Payments. Except as otherwise required pursuant to Section 2.19, principal and interest payments shall be apportioned ratably among the Lenders 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 Agent or the LC Issuer and except as provided in Section 2.10(c). 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 as specified by the Borrower Representative, and all proceeds of any Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower (other than in connection with Rate Management Transactions and Banking Services), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Rate Management Transactions and Bank Services), third, to pay interest due in respect of the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable Loans, sixth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances), seventh, to pay or prepay principal of the Non-Ratable Loans, eighth, to pay or prepay principal of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCs, ninth, to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such Obligations, tenth, to payment of any amounts owing with respect to obligations of the Loan Parties in respect of any Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the Collateral, and eleventh, to the payment of any other Secured Obligation due to the Agent or any Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding Floating Rate Loans and, in any event, the Borrower shall pay the Eurodollar breakage losses in accordance with Section 3.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

Apportionment, Application and Reversal of Payments. Except as otherwise required pursuant to Section 2.19the provisions of this Agreement, principal and interest payments shall be apportioned ratably among the Lenders 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 Agent or and the LC Issuer and except as provided in Section 2.10(c)this Article II. All payments (other than those collected pursuant to Section 16.2) shall be remitted to the Agent Agent, Canadian Correspondent Lender or UK Correspondent Lender, as the case may be, and all such payments not relating to principal or interest of specific Loans or not constituting payment of specific fees as specified by the Domestic Borrower Representativeor otherwise, and all proceeds of any Collateral 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, first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agent from the applicable Borrower (other than in connection with Banking Services or Rate Management Transactions and Banking ServicesObligations), second, to pay any fees or expense reimbursements then due to the Lenders from the applicable Borrower (other than in connection with Banking Services or Rate Management Transactions and Bank ServicesObligations), third, to pay interest due in respect of the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable such Borrower’s Loans, sixth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than including Non-Ratable Loans, Overadvances and Protective Advances), seventhfourth, to pay or prepay principal of the Non-Ratable Loans, eighthOveradvances and Protective Advances, fifth, to pay or prepay principal of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCs, ninthsixth, to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such Obligations, tenthseventh, to payment of any amounts owing with respect to obligations of the Loan Parties in respect of any Banking Services and Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the CollateralObligations, and eleventheighth, to the payment of any other Secured Obligation due to the Agent or any Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower RepresentativeDomestic Borrower, or unless a Default is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any Eurodollar Fixed Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Fixed Rate Loan or (b) in the event, and only to the extent, that there are no outstanding Floating Rate Loans and, in any event, the applicable Borrower shall pay the Eurodollar breakage losses in accordance with Section 3.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. Furthermore, notwithstanding anything to the contrary contained in this Agreement, in no event shall any payment made by a Canadian Loan Party or a UK Loan Party for any reason whatsoever or any proceeds of Collateral owned by the Canadian Borrower or the UK Borrower be applied to any Obligation other than the Canadian Obligations or the UK Obligations.

Apportionment, Application and Reversal of Payments. Except as otherwise required pursuant to Section 2.19, principal Principal and interest payments (i) by U.S. Borrower shall be apportioned ratably among all Lenders (according to the Lenders as set forth unpaid principal balance of the Loans to which such payments relate held by each Lender), (ii) by U.K. Borrower shall be distributed to U.K. Lender subject to Section 2.6 or, following a refunding in this Article II accordance with Section 3.14, apportioned among all U.K. Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each U.K. Participant) and (iii) by Canadian Borrower shall be distributed to Canadian Lender subject to Section 2.6 or, following a refunding in accordance with Section 3.13, apportioned among all Canadian Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each Canadian Participant). All payments of the fees shallprincipal and interest on Revolving Credit Loans shall be remitted to Agent, Canadian Agent or U.K. Agent, as applicable, be apportioned ratably among at the Lenders, except for fees payable solely to the Agent or the LC Issuer and except as provided in Section 2.10(c). All payments shall be remitted to the Agent Appropriate Payment Office and all such payments not relating to principal or interest of specific Loans Loans, or not constituting payment of specific fees fees, and, except as specified by the Borrower Representativeprovided in subsection 3.3.1, and all proceeds of any Accounts or other Collateral received by the Agent, U.K. Agent or Canadian Agent, as applicable, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower (other than in connection with Rate Management Transactions and Banking Services), second, amounts related to pay any fees or expense reimbursements Product Obligations) then due hereunder or under any of the Loan Documents to the Agents or Lenders from the Borrower (other than in connection with Rate Management Transactions and Bank Services), thirdapplicable Borrower; second, to pay interest due from the applicable Borrower in respect of the Overadvances and Protective Advancesall Loans made to such Borrower, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable including Swingline Loans, sixth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Agent Loans, Overadvances and Protective Advances), seventh; third, to pay or prepay principal of the Non-Ratable Loans, eighthSwingline Loans and Agent Loans made to such Borrower; fourth, to pay or prepay principal of the Revolving Loans and Swingline Credit Loans (other than Non-Ratable Swingline Loans and Agent Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCsLC Obligations of the applicable Borrower; fifth, ninthif an Event of Default exists and is continuing, to pay an amount cash-collateralize the U.S. LC Obligations, Canadian LC Obligations and U.K. LC Obligations of such Borrower by depositing in a cash collateral account established with the Agent on terms and conditions satisfactory to the Agent an amount in cash equal to one hundred five percent (105%) 103% of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCssuch Obligations; sixth, to be held as cash collateral for such Obligations, tenth, to payment of any amounts owing with respect to obligations pay or prepay principal of the Term Loan Parties in respect of any Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the Collateral, and eleventhmade to such Borrower; seventh, to the payment of any other Secured Obligation (other than amounts related to Product Obligations) due to Agents by such Borrower; eighth, to pay any fees, indemnities or expense reimbursements related to, or any other amounts owing any Lender or any Agent by the applicable Borrower with respect to, Product Obligations of such Borrower; and ninth, in the case of (x) payments by U.K. Borrower, to the payment of any other Obligations due to any Agent or any Lender by the U.S. Borrower and (y) payments by U.S. Borrower. Notwithstanding anything , to the contrary contained in this Agreement, unless so directed by the Borrower Representative, payment of any other Obligations due to Agents or unless a Default is in existence, neither the Agent nor any Lender by U.S. Borrower, U.K. Borrower or Canadian Borrower, ratably. Except as expressly set forth to the contrary, payments received (i) from U.S. Borrower shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and be applied only to the extentU.S. Obligations, that there are no outstanding Floating Rate Loans and, in any event, (ii) from the U.K. Borrower shall pay be applied only to the Eurodollar breakage losses U.K. Obligations, and (iii) from Canadian Borrower shall be applied only to the Canadian Obligations; provided that after the U.S. Obligations, U.K. Obligations or Canadian Obligations are paid in accordance with Section 3.4full by U.S. Borrower, U.K. Borrower or Canadian Borrower, respectively, any such excess payments shall be applied pro rata to the other Obligations (except that (i) any payments received from Canadian Borrower shall not be applied to the U.S. Obligations, (ii) any payments received from U.K. Borrower shall not be applied to the Canadian Obligations and (iii) any payments received from Canadian Borrower shall not be applied to the U.K. Obligations). The Agent After the occurrence and during the Lenders continuance of an Event of Default, as between Agents and Borrowers, Agents shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds payments and collections received at any time or times hereafter by Agents against the Obligations, in such manner as Agents may deem advisable, notwithstanding any entry by Agents or any Lender upon any of its books and records. Notwithstanding the preceding sentence, as between Agents and other Lenders, all such payments to any portion of shall be applied in the Secured Obligationsorder set forth above.

Apportionment, Application and Reversal of Payments. Except as otherwise required pursuant to Section 2.192.20, principal and interest payments shall be apportioned ratably among the Lenders 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 Agent or the LC Issuer and except as provided in Section 2.10(c). 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 as specified by the Borrower Representative, and all proceeds of any Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower (other than in connection with Rate Management Transactions and Banking Services), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Rate Management Transactions and Bank Services), third, to pay interest due in respect of the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable Loans, sixth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances), seventh, to pay or prepay principal of the Non-Ratable Loans, eighth, to pay or prepay principal of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCs, ninth, to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such Obligations, tenth, to pay interest due in respect of the Term Loans, eleventh, to pay principal due in respect of the Term Loans, twelfth, to payment of any amounts owing with respect to obligations of the Loan Parties in respect of any Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the Collateral, and elevenththirteenth, to the payment of any other Secured Obligation due to the Agent or any Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding Floating Rate Loans and, in any event, the Borrower shall pay the Eurodollar breakage losses in accordance with Section 3.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

Apportionment, Application and Reversal of Payments. Except as otherwise required pursuant to Section 2.19, principal Principal and interest payments (i) by U.S. Borrowers shall be apportioned ratably among all Lenders (according to the Lenders as set forth unpaid principal balance of the Loans to which such payments relate held by each Lender), (ii) by U.K. Borrower shall be distributed to U.K. Lender subject to SECTION 2.6 or, following a refunding in this Article II accordance with SECTION 3.14, apportioned among all U.K. Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each U.K. Participant) and (iii) by Canadian Borrowers shall be distributed to Canadian Lender subject to SECTION 2.6 or, following a refunding in accordance with SECTION 3.13, apportioned among all Canadian Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each Canadian Participant). All payments of the fees shallprincipal and interest on Revolving Credit Loans shall be remitted to Agent, Canadian Agent or U.K. Agent, as applicable, be apportioned ratably among at the Lenders, except for fees payable solely to the Agent or the LC Issuer and except as provided in Section 2.10(c). All payments shall be remitted to the Agent Appropriate Payment Office and all such payments not relating to principal or interest of specific Loans Loans, or not constituting payment of specific fees as specified by the Borrower Representativefees, and all proceeds of any Accounts, or, except as provided in SUBSECTION 3.3.1, other Collateral received by the Agent, U.K. Agent or Canadian Agent, as applicable, shall be applied, ratably, subject to the provisions of this Agreement, firstFIRST, to pay any fees, indemnities, or expense reimbursements including (other than amounts related to Product Obligations) then due to the Agent from the Borrower (other than in connection with Rate Management Transactions and Banking Services), second, to pay any fees Agents or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Rate Management Transactions and Bank Services), thirdapplicable Borrower; SECOND, to pay interest due from the applicable Borrower in respect of the Overadvances all Loans made to such Borrower, and Protective Advances, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable Agent Loans, sixth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances), seventh; THIRD, to pay or prepay principal of the Non-Ratable Agent Loans, eighth; FOURTH, to pay or prepay principal of the Revolving Loans and Swingline Credit Loans (other than Non-Ratable Agent Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCs, ninthLC Obligations of the applicable Borrower; FIFTH, to pay an amount cash-collateralize the U.S. LC Obligations, Canadian LC Obligations and U.K. LC Obligations of such Borrower by depositing in a cash collateral account established with the Agent on terms and conditions satisfactory to the Agent an amount in cash equal to one hundred five percent (105%) 103% of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such Obligations, tenth, to payment of any amounts owing with respect to obligations of the Loan Parties in respect of any Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the Collateral, and eleventh; SIXTH, to the payment of any other Secured Obligation (other than amounts related to Product Obligations) due to Agents by such Borrower; SEVENTH, to pay any fees, indemnities or expense reimbursements related to Product Obligations of such Borrower; and EIGHTH, in the case of (x) payments by U.K. Borrower, to the payment of any other Obligations due to Canadian Agent or Canadian Lender by Canadian Borrower, (y) payments by Canadian Borrowers, to the payment of any other Obligations due to U.K. Agent or any Lender by the Borrower. Notwithstanding anything U.K. Borrower and (z) payments by U.S. Borrowers, to the contrary contained in this Agreement, unless so directed by the Borrower Representative, payment of any other Obligations due to Agents or unless a Default is in existence, neither the Agent nor any Lender by U.S. Borrowers, U.K. Borrower or Canadian Borrowers, ratably. Except as expressly set forth to the contrary, payments received (i) from U.S. Borrowers shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and be applied only to the extentU.S. Obligations, that there are no outstanding Floating Rate Loans and, in any event, (ii) from the U.K. Borrower shall pay be applied only to the Eurodollar breakage losses U.K. Obligations, and (iii) from Canadian Borrowers shall be applied only to the Canadian Obligations; PROVIDED that after the U.S. Obligations, U.K. Obligations or Canadian Obligations are paid in accordance with Section 3.4full by U.S. Borrowers, U.K. Borrower or Canadian Borrowers, respectively, any such excess payments shall be applied PRO RATA to the other Obligations (except that any payments received from U.K. Borrower or Canadian Borrowers shall not be applied to the U.S. Obligations). The Agent After the occurrence and during the Lenders continuance of an Event of Default, as between Agents and Borrowers, Agents shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds payments and collections received at any time or times hereafter by Agents against the Obligations, in such manner as Agents may deem advisable, notwithstanding any entry by Agents or any Lender upon any of its books and records. Notwithstanding the preceding sentence, as between Agents and other Lenders, all such payments to any portion of shall be applied in the Secured Obligationsorder set forth above.

Apportionment, Application and Reversal of Payments. Except as otherwise required pursuant to Section 2.19, principal and interest payments shall be apportioned ratably among the Lenders 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 Agent or the LC Issuer and except as provided in Section 2.10(c). 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 as specified by the Borrower Representative, and all proceeds of any Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower Borrowers (other than in connection with Banking Services or Rate Management Transactions and Banking ServicesObligations), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower Borrowers (other than in connection with Banking Services or Rate Management Transactions and Bank ServicesObligations), third, to pay interest due in respect of the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to interest then due and payable on the Supplemental Term Loans and then the Term A Loans, sixth, to prepay the principal installments of the Supplemental Term Loans in inverse order of maturity and then to the Term A Loans in the inverse order of maturity, seventh, to pay interest due in respect of the Non-Ratable Loans, sixtheighth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances), seventhninth, to pay or prepay principal of the Non-Ratable Loans, eighthtenth, to pay or prepay principal of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCsLCs (except, ninthin each case, during the Bridge Period, the Bridge Component thereof), eleventh, to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such Obligations, tenthtwelfth, during the Bridge Period, to pay or prepay the Bridge Component of the principal of the Revolving Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCs, thirteenth, to payment of any amounts owing with respect to obligations of the Loan Parties in respect of any Banking Services and Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the CollateralObligations, and eleventhfourteenth, to the payment of any other Secured Obligation due to the Agent or any Lender by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding Floating Rate Loans and, in any event, the Borrower Borrowers shall pay the Eurodollar breakage losses in accordance with Section 3.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. All Loans to Borrowers and all of the other Obligations of Borrowers arising under this Agreement and the other Loan Documents shall constitute one general obligation of Borrowers secured by all of the Collateral.

Apportionment, Application and Reversal of Payments. Except as otherwise required pursuant to Section 2.192.20, principal and interest payments shall be apportioned ratably among the Lenders 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 Agent or the LC Issuer and except as provided in Section 2.10(c). 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 as specified by the Borrower Representative, and all proceeds of any Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower (other than in connection with Rate Management Transactions and Banking Services), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Rate Management Transactions and Bank Services), third, to pay interest due in respect of the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable Loans, sixth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances), seventh, to pay or prepay principal of the Non-Ratable Loans, eighth, to pay or prepay principal of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCs, ninth, to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such Obligations, tenth, to pay interest due in respect of the Term Loans, eleventh, to pay principal due in respect of the Term Loans, twelfth, to payment of any amounts owing with respect to obligations of the Loan Parties in respect of any Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the Collateral, and elevenththirteenth, to the payment of any other Secured Obligation due to the Agent or any Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any Eurodollar Term Benchmark Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Term Benchmark Loan or (b) in the event, and only to the extent, that there are no outstanding Floating Rate Loans and, in any event, the Borrower shall pay the Eurodollar Euro Term Benchmark breakage losses in accordance with Section 3.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

Apportionment, Application and Reversal of Payments. Except as otherwise required pursuant to Section 2.19expressly provided by this Agreement and the Intercreditor Agreement, aggregate principal and interest payments shall be apportioned ratably among the Lenders as set forth in this Article II of each Class (according to the unpaid principal balance of the Revolving Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent or the LC Issuer and except as provided in Section 2.10(c). All payments shall be remitted to the Administrative Agent and all such payments not relating to principal or interest of specific Loans Revolving Loans, or not constituting payment of specific fees as specified by the Borrower Representativefees, and all proceeds of any Borrower’s Accounts or any other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement and the Intercreditor Agreement, first, to pay any fees, indemnities, or expense reimbursements including amounts reimbursements, then due to the Agent Agents from the Borrower Borrowers (other than in connection with Rate Management Transactions and Banking Servicesrespect of Bank Products), ; second, to pay any fees or expense reimbursements then due to the Tranche A Lenders from the Borrower Borrowers (other than in connection with Rate Management Transactions and respect of Bank ServicesProducts), ; third, to pay interest due in respect of the Overadvances and Protective Advances, Tranche A Revolving Loans; fourth, to pay the or prepay principal of the Overadvances Swingline Loans and Protective the Agent Advances; fifth, fifthto the payment in full of Unfunded Advances/Participations; sixth, to pay or prepay principal of the Tranche A Revolving Loans (other than Unfunded Advances/Participations, the Swingline Loans and the Agent Advances), and unpaid reimbursement obligations in respect of Letters of Credit (other than Unfunded Advances/Participations and other than those in which the Tranche A-1 Lenders participate); seventh, to pay any fees or expense reimbursements then due to the Tranche A-1 Lenders from the Borrowers; eighth, to pay interest due in respect of the Non-Ratable Tranche A-1 Revolving Loans, sixth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances), seventh; ninth, to pay or prepay principal of the Non-Ratable Tranche A-1 Revolving Loans, eighth, to pay or prepay principal of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCs, ninth, to pay an amount to Letters of Credit in which the Agent equal to one hundred five percent Tranche A-1 Lenders participate (105%) of the aggregate undrawn face amount of all outstanding Facility LCs other than Unfunded Advances/Participations); and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such Obligations, tenth, to payment of any amounts owing with respect to obligations of the Loan Parties in respect of any Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the Collateral, and eleventh, to the payment of any other Secured Obligation due to the an Agent or any Lender by the BorrowerBorrowers (including in respect of Bank Products). Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representativea Borrower, or unless a an Event of Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, LIBOR Rate Revolving Loan except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan LIBOR Rate Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Floating Base Rate Loans and, in any event, the Borrower shall pay the Eurodollar breakage losses in accordance with Section 3.4Revolving Loans. The Administrative Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

Apportionment, Application and Reversal of Payments. Except as otherwise required pursuant to Section 2.19Article XVI, principal and interest payments shall be apportioned ratably among the Lenders 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 Agent or and the LC Issuer and except as provided in Section 2.10(c). All payments (other than those collected pursuant to Section 16.2) 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 as specified by the Borrower RepresentativeBorrower, and all proceeds of any Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower (other than in connection with Banking Services or Rate Management Transactions and Banking ServicesObligations), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Banking Services or Rate Management Transactions and Bank ServicesObligations), third, to pay interest due in respect of the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable Loans, sixth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than including Non-Ratable Loans, Overadvances and Protective Advances), seventhfourth, to pay or prepay principal of the Non-Ratable Loans, eighthOveradvances and Protective Advances, fifth, to pay or prepay principal of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCs, ninthsixth, to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such Obligations, tenthseventh, to payment of any amounts owing with respect to obligations of the Loan Parties in respect of any Banking Services and Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the CollateralObligations, and eleventheighth, to the payment of any other Secured Obligation due to the Agent or any Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower RepresentativeBorrower, or unless a Default is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding Floating Rate Loans and, in any event, the Borrower shall pay the Eurodollar breakage losses in accordance with Section 3.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

Apportionment, Application and Reversal of Payments. Except as otherwise required pursuant to Section 2.19the provisions of this Agreement, principal and interest payments shall be apportioned ratably among the Lenders 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 Agent or and the LC Issuer and except as provided in Section 2.10(c)this Article II. All payments (other than those collected pursuant to Section 16.2) shall be remitted to the Agent Agent, Canadian Correspondent Lender or UK Correspondent Lender, as the case may be, and all such payments not relating to principal or interest of specific Loans or not constituting payment of specific fees as specified by the Domestic Borrower Representativeor otherwise, and all proceeds of any Collateral 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, first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agent from the applicable Borrower (other than in connection with Banking Services or Rate Management Transactions and Banking ServicesObligations), second, to pay any fees or expense reimbursements then due to the Lenders from the applicable Borrower (other than in connection with Banking Services or Rate Management Transactions and Bank ServicesObligations), third, to pay interest due in respect of the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable such Borrower's Loans, sixth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than including Non-Ratable Loans, Overadvances and Protective Advances), seventhfourth, to pay or prepay principal of the Non-Ratable Loans, eighthOveradvances and Protective Advances, fifth, to pay or prepay principal of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCs, ninthsixth, to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such Obligations, tenthseventh, to payment of any amounts owing with respect to obligations of the Loan Parties in respect of any Banking Services and Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the CollateralObligations, and eleventheighth, to the payment of any other Secured Obligation due to the Agent or any Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower RepresentativeDomestic Borrower, or unless a Default is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any Eurodollar Fixed Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Fixed Rate Loan or (b) in the event, and only to the extent, that there are no outstanding Floating Rate Loans and, in any event, the applicable Borrower shall pay the Eurodollar breakage losses in accordance with Section 3.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. Furthermore, notwithstanding anything to the contrary contained in this Agreement, in no event shall any payment made by a Canadian Loan Party or a UK Loan Party for any reason whatsoever or any proceeds of Collateral owned by the Canadian Borrower or the UK Borrower be applied to any Obligation other than the Canadian Obligations or the UK Obligations.

Apportionment, Application and Reversal of Payments. Except as otherwise required pursuant to Section 2.19, principal and interest payments shall be apportioned ratably among the Lenders 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 Agent or the LC Issuer and except as provided in Section 2.10(c). 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 as specified by the Borrower Representative, and all proceeds of any Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower (other than in connection with Rate Management Transactions and Banking Services), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Rate Management Transactions and Bank Services), third, to pay interest due in respect of the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable Loans, sixth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances), seventh, to pay or prepay principal of the Non-Ratable Loans, eighth, to pay or prepay principal of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCs, ninth, to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such Obligations, tenth, to pay interest due in respect of the Term Loans, eleventh, to pay principal due in respect of the Term Loans, twelfth, to payment of any amounts owing with respect to obligations of the Loan Parties in respect of any Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the Collateral, and elevenththirteenth, to the payment of any other Secured Obligation due to the Agent or any Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding Floating Rate Loans and, in any event, the Borrower shall pay the Eurodollar breakage losses in accordance with Section 3.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

Apportionment, Application and Reversal of Payments. Except as otherwise required pursuant to Section 2.19, principal Principal and interest payments by Canadian Borrower shall be apportioned ratably among the Lenders as set forth in this Article II Canadian Lenders, and principal and interest payments of the fees shall, as applicable, by U.S. Borrower shall be apportioned ratably among the LendersU.S. Lenders (in each case, except for fees payable solely according to the Agent or unpaid principal balance of the LC Issuer and except as provided in Section 2.10(cLoans to which such payments relate held by each such Lender). All such payments shall be remitted to the Canadian Agent or U.S. Agent, as applicable, and all such payments not relating to principal or interest of specific Loans Loans, or not constituting payment of specific fees as specified by the Borrower Representativefees, and all proceeds of any Accounts, or, except as provided in subsection 3.3.1, other Collateral received by the any Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements including (other than amounts related to Product Obligations) then due to the applicable Agent or Lender from the Borrower (other than in connection with Rate Management Transactions and Banking Services), applicable Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Rate Management Transactions and Bank Services), third, to pay interest due from the applicable Borrower to the applicable Lenders in respect of the Overadvances all Loans and Protective Advances, fourthAgent Loans; third, to pay the or prepay principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable Agent Loans, sixth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances), seventh; fourth, to pay or prepay principal of the Non-Ratable applicable Revolving Credit Loans (other than Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit of the applicable Borrower; fifth, eighthif an Event of Default has occurred and is continuing, to pay an amount to each Agent equal to all outstanding Letter of Credit and LC Obligations to be held as cash Collateral for such Obligations; sixth, to pay or prepay principal of the Revolving Term Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCs, ninth, to pay an amount to the Agent equal applicable Lenders to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such Obligations, tenth, to payment of any amounts owing with respect to obligations of the Loan Parties in respect of any Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the Collateral, and eleventhextent then due; seventh, to the payment of any other Secured Obligation (other than amounts related to Product Obligations) due to the applicable Agent or any Lender by the applicable Borrower. Notwithstanding anything ; eighth, to pay any principal amount, fees, indemnities, or expense reimbursements related to Product Obligations then due; and ninth, if an Event of Default has not occurred and is not continuing, to the contrary contained applicable Borrower, to be used by such Borrower only in this Agreementa manner permitted hereunder. After the occurrence and during the continuance of an Event of Default, unless so directed by the Borrower Representative, or unless a Default is in existence, neither the each Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding Floating Rate Loans and, in any event, the Borrower shall pay the Eurodollar breakage losses in accordance with Section 3.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds payments and payments to collections received at any portion time or times hereafter by such Agent or its agents against the Obligations, in such manner as such Agent may deem advisable, notwithstanding any entry by any Agent or any Lender upon any of the Secured Obligationsits books and records.

Apportionment, Application and Reversal of Payments. Except as otherwise required pursuant to Section 2.19, principal Principal and interest payments (i) by U.S. Borrower shall be apportioned ratably among all Lenders (according to the Lenders as set forth unpaid principal balance of the Loans to which such payments relate held by each Lender), (ii) by U.K. Borrowers shall be distributed to U.K. Lender subject to Section 2.6 or, following a refunding in this Article II accordance with Section 3.14, apportioned among all U.K. Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each U.K. Participant) and (iii) by Canadian Borrower shall be distributed to Canadian Lender subject to Section 2.6 or, following a refunding in accordance with Section 3.13, apportioned among all Canadian Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each Canadian Participant). All payments of the fees shallprincipal and interest on Revolving Credit Loans shall be remitted to Agent, Canadian Agent or U.K. Agent, as applicable, be apportioned ratably among at the Lenders, except for fees payable solely to the Agent or the LC Issuer and except as provided in Section 2.10(c). All payments shall be remitted to the Agent Appropriate Payment Office and all such payments not relating to principal or interest of specific Loans Loans, or not constituting payment of specific fees as specified by fees, and, after the Borrower Representativeoccurrence and during the continuance of a Cash Collection Triggering Event, and all proceeds of any Accounts or other Collateral received by the Agent, U.K. Agent or Canadian Agent, as applicable, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements including (other than amounts related to Product Obligations) then due to the Agent from the Borrower (other than in connection with Rate Management Transactions and Banking Services), second, to pay any fees Agents or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Rate Management Transactions and Bank Services), thirdapplicable Borrower; second, to pay interest due from the applicable Borrower in respect of the Overadvances and Protective Advancesall Loans made to such Borrower, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable including Swingline Loans, sixthas applicable, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Agent Loans, Overadvances and Protective Advances), seventh; third, to pay or prepay principal of the Non-Ratable Swingline Loans and Agent Loans, eighth; fourth, to pay or prepay principal of the Revolving Loans and Swingline Credit Loans (other than Non-Ratable Swingline Loans and Agent Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCsLC Obligations of the applicable Borrower; fifth, ninthif an Event of Default has occurred and is continuing and Agent or the Majority Lenders so request, to pay cash-collateralize the LC Obligations of such Borrower by depositing in a cash collateral account established with Agent on terms and conditions satisfactory to Agent an amount to the Agent in cash equal to one hundred five percent (105%) 103% of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such LC Obligations, tenth, to payment of any amounts owing with respect to obligations of the Loan Parties in respect of any Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the Collateral, and eleventh; sixth, to the payment of any other Secured Obligation (other than amounts related to Product Obligations) due to Agents by such Borrower; seventh, to pay any fees, indemnities or expense reimbursements related to Product Obligations of such Borrower; eighth, in the case of (x) payments by a U.K. Borrower, to the payment of any other Obligations due to Canadian Agent or Canadian Lender by Canadian Borrower, (y) payments by Canadian Borrower, to the payment of any other Obligations due to U.K. Agent or any Lender by U.K. Borrowers and (z) payments by U.S. Borrower, to the payment of any other Obligations due to Agents or any Lender by U.S. Borrower, any U.K. Borrower or Canadian Borrower, ratably; and ninth to the applicable Borrower. Except as expressly set forth to the contrary, payments received (i) from U.S. Borrower shall be applied only to the U.S. Obligations, (ii) from any U.K. Borrower shall be applied only to the U.K. Obligations, and (iii) from Canadian Borrower shall be applied only to the Canadian Obligations; provided that after the U.S. Obligations, U.K. Obligations or Canadian Obligations are paid in full by U.S. Borrower, U.K. Borrower or Canadian Borrower, respectively, any such excess payments shall be applied pro rata to the other Obligations (except that any payments received from U.K. Borrower or Canadian Borrower shall not be applied to the U.S. Obligations). After the occurrence and during the continuance of an Event of Default, as between Agents and Borrowers, Agents shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agents against the Obligations, in such manner as Agents may deem advisable, notwithstanding any entry by Agents or any Lender upon any of its books and records. Notwithstanding the preceding sentence, as between Agents and other Lenders, all such payments shall be applied in the order set forth above. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by payments received (i) from U.S. Borrower may be applied to the U.S. Obligations, the U.K. Obligations and the Canadian Obligations, (ii) from any U.K. Borrower Representative, or unless a Default is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and be applied only to the extentU.K. Obligations and the Canadian Obligations, that there are no outstanding Floating Rate Loans and, in any event, the and (iii) from Canadian Borrower shall pay be applied only to the Eurodollar breakage losses in accordance with Section 3.4. The Agent Canadian Obligations and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured U.K. Obligations.

Apportionment, Application and Reversal of Payments. Except as otherwise required pursuant to Section 2.19, principal and interest payments shall be apportioned ratably among the Lenders 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 Agent or the LC Issuer and except as provided in Section 2.10(c). 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 as specified by the Borrower Representative, and all proceeds of any Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower (other than in connection with Rate Management Transactions and Banking Services), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Rate Management Transactions and Bank Services), third, to pay interest due in respect of the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable Loans, sixth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances), seventh, to pay or prepay principal of the Non-Non- Ratable Loans, eighth, to pay or prepay principal of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCs, ninth, to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such Obligations, tenth, to pay interest due in respect of the Term Loans, eleventh, to pay principal due in respect of the Term Loans, twelfth, to payment of any amounts owing with respect to obligations of the Loan Parties in respect of any Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the Collateral, and elevenththirteenth, to the payment of any other Secured Obligation due to the Agent or any Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding Floating Rate Loans and, in any event, the Borrower shall pay the Eurodollar breakage losses in accordance with Section 3.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

Apportionment, Application and Reversal of Payments. Except as otherwise required pursuant to Section 2.19, principal Principal and interest payments (i) by U.S. Borrower shall be apportioned ratably among all Lenders (according to the Lenders as set forth unpaid principal balance of the Loans to which such payments relate held by each Lender), (ii) by U.K. Borrower shall be distributed to U.K. Lender subject to Section 2.6 or, following a refunding in this Article II accordance with Section 3.14, apportioned among all U.K. Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each U.K. Participant) and (iii) by Canadian Borrower shall be distributed to Canadian Lender subject to Section 2.6 or, following a refunding in accordance with Section 3.13, apportioned among all Canadian Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each Canadian Participant). All payments of the fees shallprincipal and interest on Revolving Credit Loans shall be remitted to Agent, Canadian Agent or U.K. Agent, as applicable, be apportioned ratably among at the Lenders, except for fees payable solely to the Agent or the LC Issuer and except as provided in Section 2.10(c). All payments shall be remitted to the Agent Appropriate Payment Office and all such payments not relating to principal or interest of specific Loans Loans, or not constituting payment of specific fees as specified by the Borrower Representativefees, and all proceeds of any Accounts, or, except as provided in subsection 3.3.1, other Collateral received by the Agent, U.K. Agent or Canadian Agent, as applicable, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower (other than in connection with Rate Management Transactions and Banking Services), second, amounts related to pay any fees or expense reimbursements Product Obligations) then due hereunder or under any of the Loan Documents to the Agents or Lenders from the Borrower (other than in connection with Rate Management Transactions and Bank Services), thirdapplicable Borrower; second, to pay interest due from the applicable Borrower in respect of the Overadvances and Protective Advancesall Loans made to such Borrower, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable including Swingline Loans, sixth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Agent Loans, Overadvances and Protective Advances), seventh; third, to pay or prepay principal of the Non-Ratable Swingline Loans and Agent Loans, eighth; fourth, to pay or prepay principal of the Revolving Loans and Swingline Credit Loans (other than Non-Ratable Swingline Loans and Agent Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCsLC Obligations of the applicable Borrower; fifth, ninthif an Event of Default exists and is continuing, to pay an amount cash-collateralize the U.S. LC Obligations, Canadian LC Obligations and U.K. LC Obligations of such Borrower by depositing in a cash collateral account established with the Agent on terms and conditions satisfactory to the Agent an amount in cash equal to one hundred five percent (105%) 103% of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCssuch Obligations; sixth, to be held as cash collateral for such Obligations, tenth, to payment of any amounts owing with respect to obligations pay or prepay principal of the Loan Parties in respect of any Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the Collateral, and eleventhTerm Loan; seventh, to the payment of any other Secured Obligation (other than amounts related to Product Obligations) due to Agents by such Borrower; eighth, to pay any fees, indemnities or expense reimbursements related to, or any other amounts owing any Lender or any Agent by any Borrower with respect to, Product Obligations of such Borrower; and ninth, in the case of (x) payments by U.K. Borrower, to the payment of any other Obligations due to Canadian Agent or Canadian Lender by Canadian Borrower, (y) payments by Canadian Borrower, to the payment of any other Obligations due to U.K. Agent or any Lender by the U.K. Borrower and (z) payments by U.S. Borrower. Notwithstanding anything , to the contrary contained in this Agreement, unless so directed by the Borrower Representative, payment of any other Obligations due to Agents or unless a Default is in existence, neither the Agent nor any Lender by U.S. Borrower, U.K. Borrower or Canadian Borrower, ratably. Except as expressly set forth to the contrary, payments received (i) from U.S. Borrower shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and be applied only to the extentU.S. Obligations, that there are no outstanding Floating Rate Loans and, in any event, (ii) from the U.K. Borrower shall pay be applied only to the Eurodollar breakage losses U.K. Obligations, and (iii) from Canadian Borrower shall be applied only to the Canadian Obligations; provided that after the U.S. Obligations, U.K. Obligations or Canadian Obligations are paid in accordance with Section 3.4full by U.S. Borrower, U.K. Borrower or Canadian Borrower, respectively, any such excess payments shall be applied pro rata to the other Obligations (except that any payments received from U.K. Borrower or Canadian Borrower shall not be applied to the U.S. Obligations). The Agent After the occurrence and during the Lenders continuance of an Event of Default, as between Agents and Borrowers, Agents shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds payments and collections received at any time or times hereafter by Agents against the Obligations, in such manner as Agents may deem advisable, notwithstanding any entry by Agents or any Lender upon any of its books and records. Notwithstanding the preceding sentence, as between Agents and other Lenders, all such payments to any portion of shall be applied in the Secured Obligationsorder set forth above.

Apportionment, Application and Reversal of Payments. Except as otherwise required pursuant to Section 2.19, principal Principal and interest payments shall be apportioned ratably among the Lenders as set forth in this Article II and payments (according to the unpaid principal balance of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely Loans to the Agent or the LC Issuer and except as provided in Section 2.10(cwhich such payments relate held by each Lender). All payments by Domestic Borrowers shall be remitted to the Agent Administrative Agent, and all such payments not relating to principal or interest of specific Loans Loans, or not constituting payment of specific fees as specified by the Borrower Representativefees, and all proceeds of any Accounts or, except as provided in Section 3.3.1, other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower (other than in connection with Rate Management Transactions and Banking Services)Administrative Agent, second, to pay any fees Bank or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Rate Management Transactions and Bank Services), thirdDomestic Borrowers; second, to pay interest due from Domestic Borrowers in respect of the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable Loans, sixth, to pay interest due in respect of the all Domestic Revolving Credit Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances), sevenththe Domestic Term Loan; third, to pay or prepay principal of the Non-Ratable Loans, eighthDomestic Term Loan; fourth, to pay or prepay principal of the Domestic Revolving Credit Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCs, ninthLetters of Credit; fifth, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face available amount of all outstanding Facility LCs and the aggregate amount Letters of any unpaid reimbursement obligations in respect of Facility LCs, Credit to be held as cash collateral for such Obligations, tenth, to payment of any amounts owing with respect to reimbursement and fee obligations of the Loan Parties in respect of any Rate Management Transactions (including Commodity Hedging Agreements) such Letters of Credit; and Banking Services that are secured by the Collateral, and eleventhsixth, to the payment of any other Secured Obligation Domestic Obligations due to the Agent Administrative Agent, Bank or any Lender by the BorrowerDomestic Borrowers. Notwithstanding anything All payments by Canadian Borrower shall be remitted to Canadian Agent, and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or, except as provided in Section 3.3.1, other Collateral received by Canadian Agent, shall be applied, ratably, subject to the contrary contained in provisions of this Agreement, unless so directed by the Borrower Representativefirst, to pay any fees, indemnities, or unless a Default is expense reimbursements then due to Canadian Agent, Canadian Lender or Canadian Participating Lender from Canadian Borrower; second, to pay interest due from Canadian Borrower in existencerespect of all Canadian Revolving Credit Loans and the Canadian Term Loan; third, neither the Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date pay or prepay principal of the Interest Period applicable Canadian Term Loan; fourth, to any such Eurodollar Loan pay or (b) in prepay principal of the eventCanadian Revolving Credit Loan; and fifth, and only to the extent, that there are no outstanding Floating Rate Loans and, in payment of any eventother Canadian Obligations due to the Canadian Agent, the Borrower shall pay Canadian Lender or any Canadian Participating Lender by Canadian Borrower. After the Eurodollar breakage losses in accordance with Section 3.4. The occurrence and during the continuance of an Event of Default, Administrative Agent and the Lenders Canadian Agent shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds payments and payments to collections received at any portion 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 upon any of the Secured Obligationsits books and records.

Apportionment, Application and Reversal of Payments. Except as otherwise required pursuant to Section 2.19, principal Principal and interest payments (i) by Domestic Borrower shall be apportioned ratably among all Domestic Lenders (according to the Lenders as set forth in this Article II and payments unpaid principal balance of the fees shallLoans to which such payments related held by each Domestic Lender), as applicableand (ii) by Canadian Borrower shall be distributed to Canadian Lender subject to Section 2.6 or, be following a refunding in accordance with Section 3.2.6, apportioned ratably among the Lenders, except for fees payable solely Canadian Lender and all Canadian Participating Lenders (according to the Agent or unpaid principal balance of the LC Issuer Loans to which such payments related held by Canadian Lender and except as provided in Section 2.10(ceach Canadian Participating Lender). All payments by Domestic Borrower shall be remitted to the 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 Loans, or not constituting payment of specific fees as specified by the Borrower Representativefees, and all proceeds of any Collateral Collateral, except as otherwise provided in this Agreement received by the 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 including amounts then due to the Agent from the Borrower (other than in connection with Rate Management Transactions and Banking Services)Administrative Agent, secondCanadian Agent, to pay any fees or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Rate Management Transactions and Bank Services), thirdapplicable Borrower; second, to pay interest due from the applicable Borrower in respect of the Overadvances and Protective Advancesall Loans made to such Borrower, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable Loans, sixth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances), sevenththird, to pay or prepay principal of the Non-Ratable LoansDomestic Term Loan made to such Borrower; fourth, eighthto 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 and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) made to such Borrower and unpaid reimbursement obligations in respect of Facility LCsDomestic Letters of Credit owed by such Borrower; sixth, ninthwith respect to payments by Domestic Borrower, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face available amount of all outstanding Facility LCs and the aggregate amount Domestic Letters of any unpaid reimbursement obligations in respect of Facility LCs, Credit to be held as cash collateral Collateral for reimbursement and fee obligations in respect of such Obligations, tenthDomestic Letters of Credit; seventh, to the payment of any amounts owing with respect Derivative Obligations due to obligations of the Loan Parties in respect of Administrative Agent, Canadian Agent, any Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured Lender or any other Bank Product Provider by the Collateralsuch Borrower, and eleventheighth, to the payment of any other Secured Obligation Obligations due to the Agent Administrative Agent, Canadian Agent, or any Lender by the such Borrower. Notwithstanding anything Except as expressly set forth to the contrary contained in this Agreementcontrary, unless so directed by the payments received (i) from Domestic Borrower Representative, or unless a Default is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and be applied only to the extentDomestic Obligations, that there are no outstanding Floating Rate Loans and, in any event, the and (ii) from Canadian Borrower shall pay be applied only to the Eurodollar breakage losses in accordance with Section 3.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.Canadian

Apportionment, Application and Reversal of Payments. (a) Except as otherwise required pursuant to Section 2.19, principal and interest payments shall be apportioned ratably among the Lenders 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 Agent or and the LC Issuer and except as provided in Section 2.10(c). 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 as specified by the Borrower RepresentativeCompany, and all proceeds of any Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agent from the any Borrower (other than in connection with Banking Services or Rate Management Transactions and Banking ServicesObligations), second, to payment of any amounts owing with respect to Banking Services and any amounts owing to the Agent, any Lender or any of their Affiliates with respect to Exchange Rate Management Obligations, third, to pay any fees or expense reimbursements then due to the Lenders from the any Borrower (other than in connection with Banking Services or Exchange Rate Management Transactions and Bank ServicesObligations), thirdfourth, to pay interest due in respect of the Overadvances and Protective AdvancesLoans, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the including Non-Ratable Loans, sixthOveradvances, to pay interest due in respect of the Revolving Loans Protective Advances and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances), seventhfifth, to pay or prepay principal of the Non-Ratable Loans, eighthOveradvances and Protective Advances, sixth, to pay or prepay principal of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCsLCs owing by the Company, seventh, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCs owing by the U.K. Borrower, eighth, to pay or prepay principal of the Swingline Loans, ninth, to pay an amount to the Agent equal to one hundred five ten percent (105110%) of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such Obligations, and tenth, to payment of any amounts owing with respect to obligations of the Loan Parties in respect of any Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the Collateral, and eleventh, to the payment of any other Secured Obligation due to the Agent or any Lender by the BorrowerCompany. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower RepresentativeCompany, or unless a Default is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding Floating Rate Loans and, in any event, the Borrower Company shall pay the Eurodollar breakage losses in accordance with Section 3.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such payments described in the foregoing sentence (which excludes payments relating to principal or interest of specific Loans or constituting payment of specific fees as specified by the Company) and proceeds and payments of Collateral to any portion of the Secured Obligations.