Common use of Distribution and Apportionment of Payments Clause in Contracts

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receipt. All payments of principal and interest in respect of the Loan, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein), and all payments in respect of any other obligations of Borrower under the Loan Documents shall be allocated among such of Lenders as are entitled thereto, in proportion of their respective Percentages or otherwise as provided herein in the other Loan Documents, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein or in its Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing, without necessity of notice to or consent of or approval by Borrowers.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b11.04(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one prior to 3:00 P.M. (1California time) Business Dayon the day of receipt (if received by 11:00 A.M. (California time) on such day), provided that, if any such payments are not distributed to the Lenders or within one (1) Business Day thereafter (if received after Agent’s receipt thereof11:00 A.M. (California time) on the day of receipt), provided that Agent shall pay to such Lenders interest thereon, thereon at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of receipt of Business Day on which such funds are required to be paid to Lenders by Agent until such funds are actually paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All payments of principal and interest in respect of the Loanoutstanding Loans (other than Swingline Loans), all payments of the fees described in this Agreement (but not other than agency and arrangement fees described in any separate fee letter except to the extent expressly set forth thereinSection 2.04(c)), and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. The Agent shall promptly, but in any event within two (2) Business Days (with interest thereon, if required pursuant to this Section 11.04(a)), distribute to each Lender at its primary address set forth herein on the appropriate counterpart signature page hereof or in its on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Requisite Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 12.05, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b25.5(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receipt. All payments of principal and interest in respect of the Loan, all payments of the fees described in this Agreement (but not in the Agreement Regarding Fees or any separate fee letter except to the extent expressly set forth therein), and all payments in respect of any other obligations of Borrower under the Loan Documents shall be allocated among such of Lenders as are entitled thereto, in proportion of their respective Percentages or otherwise as provided herein in the other Loan Documents, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein or in its Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing, without necessity of notice to or consent of or approval by BorrowersBorrower. If in the opinion of the Agent the distribution of any amount received by it in such capacity hereunder, under the Notes or under any of the other Loan Documents might involve it in liability, it may refrain from making such distribution until its right to make such distribution shall have been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction shall adjudge that any amount received and distributed by the Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to the Agent its proportionate share of the amount so adjudged to be repaid or shall pay over the same in such manner and to such Persons as shall be determined by such court.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b10.4(b), payments actually received by Administrative Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Administrative Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Administrative Agent shall pay to such the Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanRate, from the date of Business Day following receipt of such funds by Administrative Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to Section 10.4(b), all payments of principal and interest in respect of the Loanoutstanding Advances, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. The Administrative Agent shall distribute promptly distribute, but in any event within one (1) Business Day after it receives the same, to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, ; provided that the Administrative Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all the Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 11.4, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person. All payments or other sums received by Administrative Agent for the account of the Lenders (including, without limitation, principal and interest payments) shall not constitute property or assets of the Administrative Agent and shall be held by Administrative Agent, solely in its capacity as Administrative Agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) 11.4.1 Subject to Section 20.5(b)SECTION 11.4.2, payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one two (12) Business DayDays, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, PROVIDED that Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanLoans, from the date of Business Day following receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to SECTION 11.4.2, all payments of principal and interest in respect of the Loanoutstanding Loans, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. The Agent shall distribute promptly distribute, but in any event within two (2) Business Days, to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided PROVIDED that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with SECTION 12.4, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person. All payments or other sums received by Agent for the account of Lenders shall not constitute property or assets of Agent and shall be held by Agent, solely in its capacity as agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) a. Subject to Section 20.5(b9.04(b), payments actually received by Agent Bank for the account of the Lenders shall be paid to them promptly after receipt thereof by AgentAgent Bank, but in any event within one (1) Banking Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Agent Bank shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of Banking Business Day following receipt of such funds by Agent Bank until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to Section 9.04(b), all payments of principal and interest in respect of the LoanFunded Outstandings, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Credit Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of other Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein herein. Agent Bank shall promptly distribute, but in the other Loan Documentsany event within one (1) Banking Business Day, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the applicable Assignment and AssumptionAssumption Agreement, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent Bank shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 10.01, without necessity of notice to or consent of or approval by BorrowersBorrowers or any other Person. All payments or other sums received by Agent Bank for the account of Lenders (including, without limitation, principal and interest payments, the proceeds of any and all insurance maintained with respect to any of the Collateral, and any and all condemnation proceeds with respect to any of the Collateral) shall not constitute property or assets of the Agent Bank and shall be held by Agent Bank, solely in its capacity as administrative and collateral agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) 13.5.1 Subject to Section 20.5(b)13.5.3, payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) Eastern Time on the date of receipt. All payments of principal and interest in respect of the Loan, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein), and all payments in respect of any other obligations of Borrower under the Loan Documents shall be allocated among such of Lenders as are entitled thereto, in proportion of their respective Percentages or otherwise as provided herein or in the other Loan Documents, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein or in its Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing, without necessity of notice to or consent of or approval by BorrowersBorrower. The Agent shall upon each distribution noted above promptly notify Borrower of such distribution and each Lender of the amounts so distributed to it applicable to principal of, and interest on, the proportionate share held by the applicable Lender. Each payment to the Agent by Borrower as noted in this Section shall constitute a payment by the Borrower to each Lender in the amount of such Lender’s proportionate of such payment, and any such payment to the Agent shall not be considered outstanding for any purpose after the date of such payment by the Borrower to the Agent without regard to whether or when the Agent makes distribution thereof as provided above.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(bsubsection 8.7.1(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s 's receipt thereof, Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate overnight cost of funds at which federal funds are made available to the Agent (such interest rate to change automatically effective as of the date of each change in the overnight cost of federal funds) and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanInterest Rate, from the date of receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland Chicago time) on the date of receipt. All payments of principal and interest in respect of the Loan, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein), and all payments in respect of any other obligations of Borrower Borrowers under the Loan Documents shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein or in the other Loan DocumentsDocuments or in the Assignment and Acceptance Agreements, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein or in its Assignment and AssumptionAcceptance Agreement, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Requisite Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing, without necessity of notice to or consent of or approval by Borrowers.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b), payments Payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanLoans, from the date of Business Day following receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent Lenders. So long an there does not later than 11:00 A.M. (Cleveland time) on the date exist an Event of receipt. All Default, all payments of principal and interest in respect of the Loanoutstanding Loans, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages pro rata shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. The Agent shall promptly distribute to each Lender at its primary address set forth herein on the appropriate counterpart signature page hereof or in its on the Assignment and AssumptionAcceptance, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Lenders, or all Lenders, as applicable, Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing, without necessity of notice to or consent of or approval by BorrowersBorrowers or any other Person.

Distribution and Apportionment of Payments. (a) 13.5.1 Subject to Section 20.5(b)13.5.4, payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s 's receipt thereof, Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) Eastern Time on the date of receipt. All payments of principal and interest in respect of the Loan, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein), and all payments in respect of any other obligations of Borrower under the Loan Documents shall be allocated among such of Lenders as are entitled thereto, in proportion of their respective Percentages or otherwise as provided herein or in the other Loan Documents, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein or in its Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing, without necessity of notice to or consent of or approval by BorrowersBorrower. The Agent shall upon each distribution noted above promptly notify Borrower of such distribution and each Lender of the amounts so distributed to it applicable to principal of, and interest on, the proportionate share held by the applicable Lender. Each payment to the Agent by Borrower as noted in this Section shall constitute a payment by the Borrower to each Lender in the amount of such Lender's proportionate of such payment, and any such payment to the Agent shall not be considered outstanding for any purpose after the date of such payment by the Borrower to the Agent without regard to whether or when the Agent makes distribution thereof as provided above.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b), payments Payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one two (12) Business DayDays, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, PROVIDED that Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanLoans, from the date of Business Day following receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to SECTION 11.4.2, all payments of principal and interest in respect of the Loanoutstanding Loans, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. The Agent shall distribute promptly distribute, but in any event within two (2) Business Days, to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided PROVIDED that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with SECTION 12.4, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person. All payments or other sums received by Agent for the account of Lenders shall not constitute property or assets of Agent and shall be held by Agent, solely in its capacity as agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) 11.4.1 Subject to Section 20.5(b)11.4.2, payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one two (12) Business DayDays, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanLoans, from the date of Business Day following receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to Section 11.4.2, all payments of principal and interest in respect of the Loanoutstanding Loans, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. The Agent shall distribute promptly distribute, but in any event within two (2) Business Days, to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 12.4, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person. All payments or other sums received by Agent for the account of Lenders shall not constitute property or assets of Agent and shall be held by Agent, solely in its capacity as agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b10.4(b), payments actually received by Administrative Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Administrative Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Administrative Agent shall pay to such the Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanRate, from the date of Business Day following receipt of such funds by Administrative Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland timethe Lenders. Subject to Section 10.4(b) on the date of receipt. All all payments of principal and interest in respect of the Loanoutstanding Advances, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. The Administrative Agent shall distribute promptly distribute, but in any event within one (1) Business Day after it receives the same, to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, ; provided that the Administrative Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all the Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 11.4, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person. All payments or other sums received by Administrative Agent for the account of the Lenders (including, without limitation, principal and interest payments) shall not constitute property or assets of the Administrative Agent and shall be held by Administrative Agent, solely in its capacity as Administrative Agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b10.4(b), payments actually received by Administrative Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Administrative Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Administrative Agent shall pay to such the Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanRate, from the date of Business Day following receipt of such funds by Administrative Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland timethe Lenders. Subject to Section 10.4(b) on the date of receipt. All all payments of principal and interest in respect of the outstanding principal of the Loan, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. The Administrative Agent shall distribute promptly distribute, but in any event within one (1) Business Day after it receives the same, to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, ; provided that the Administrative Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all the Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 11.4, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person. All payments or other sums received by Administrative Agent for the account of the Lenders (including, without limitation, principal and interest payments) shall not constitute property or assets of the Administrative Agent and shall be held by Administrative Agent, solely in its capacity as Administrative Agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) a. Subject to Section 20.5(b11.05(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s 's receipt thereof, Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland Columbus, Ohio time) on the date of receipt. All payments of principal and interest in respect of the Loan, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein), and all payments in respect of any other obligations of Borrower under the Loan Documents shall be allocated among such of Lenders as are entitled thereto, in proportion of their respective Percentages or otherwise as provided herein in the other Loan Documents, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein or in its Assignment and AssumptionAcceptance, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing, without necessity of notice to or consent of or approval by Borrowers.Borrower. b. If a Lender (a "Defaulting Lender") defaults in making any Advance or paying any other sum payable by it hereunder, such sum together with interest thereon at the Default Rate from the date such amount was due until repaid (such sum and interest thereon as aforesaid referred to, collectively, as the "Lender Default Obligation") shall be payable by the Defaulting Lender (i) to any Lender(s) which elect, at their sole option (and with no obligation to do so), to fund the amount which the Defaulting Lender failed to fund or (ii) to Agent or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender for the amounts advanced or expended. Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender has repaid the Lender Default Obligation in full, all amounts which would otherwise be distributed to the Defaulting Lender shall instead be applied first to repay the Lender Default Obligation (to be applied first to interest at the Default Rate and then to principal) until the Lender Default Obligation has been repaid in full (whether by such application or by cure by the Defaulting Lender), whereupon such Lender shall no longer be a Defaulting Lender. Any interest collected from Borrower on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender shall be paid to the Lender (s) who made such advance and shall be credited against the Defaulting Lender's obligation to pay interest on the amount advanced at the Default Rate. If no other Lender

Distribution and Apportionment of Payments. (a) a.Subject to Section 20.5(b9.04(b), payments actually received by Agent Bank for the account of the Lenders shall be paid to them promptly after receipt thereof by AgentAgent Bank, but in any event within one (1) Banking Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Agent Bank shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of Banking Business Day following receipt of such funds by Agent Bank until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to Section 9.04(b), all payments of principal and interest in respect of the LoanAggregate Outstandings, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Credit Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein herein. Agent Bank shall promptly distribute, but in the other Loan Documentsany event within one (1) Banking Business Day, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the applicable Assumption and Consent Agreement or Assignment and AssumptionAssumption Agreement, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent Bank shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 10.01, without necessity of notice to or consent of or approval by BorrowersBorrowers or any other Person. All payments or other sums received by Agent Bank for the account of Lenders (including, without limitation, principal and interest payments, the proceeds of any and all insurance maintained with respect to any of the Collateral, and any and all condemnation proceeds with respect to any of the Collateral) shall not constitute property or assets of the Agent Bank and shall be held by Agent Bank, solely in its capacity as administrative and collateral agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) a. Subject to Section 20.5(b9.04(b), payments actually received by Agent Bank for the account of the Lenders shall be paid to them promptly after receipt thereof by AgentAgent Bank, but in any event within one (1) Banking Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Agent Bank shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of Banking Business Day following receipt of such funds by Agent Bank until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to Section 9.04(b), all payments of principal and interest in respect of the LoanAggregate Outstandings, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Credit Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein herein. Agent Bank shall promptly distribute, but in the other Loan Documentsany event within one (1) Banking Business Day, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the applicable Assumption and Consent Agreement or Assignment and AssumptionAssumption Agreement, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent Bank shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 10.01. All payments or other sums received by Agent Bank for the account of Lenders (including, without necessity limitation, principal and interest payments, the proceeds of notice any and all insurance maintained with respect to any of the Collateral, and any and all condemnation proceeds with respect to any of the Collateral) shall not constitute property or consent assets of or approval the Agent Bank and shall be held by BorrowersAgent Bank, solely in its capacity as administrative and collateral agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b), payments Payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one prior to 3:00 P.M. (1California time) Business Dayon the day of receipt (if received by 11:00 A.M. (California time) on such day), provided that, if any such payments are not distributed to the Lenders or within one (1) Business Day thereafter (if received after Agent’s receipt thereof11:00 A.M. (California time) on the day of receipt), provided that Agent shall pay to such Lenders interest thereon, thereon at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of receipt of Business Day on which such funds are required to be paid to Lenders by Agent until such funds are actually paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All payments of principal and interest in respect of the outstanding Loan, all payments of the fees described in this Agreement (but not other than agency and arrangement fees described in any separate fee letter except to the extent expressly set forth thereinSection 2.04(c)), and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. The Agent shall promptly, but in any event within two (2) Business Days (with interest thereon, if required pursuant to this Section 11.04(a)), distribute to each Lender at its primary address set forth herein on the appropriate counterpart signature page hereof or in its on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Requisite Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 12.05, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b), payments Payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one prior to 3:00 P.M. (1California time) Business Dayon the day of receipt (if received by 11:00 A.M. (California time) on such day), provided that, if any such payments are not distributed to the Lenders or within one (1) Business Day thereafter (if received after Agent’s receipt thereof11:00 A.M. (California time) on the day of receipt), provided that Agent shall pay to such Lenders interest thereon, thereon at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of receipt of Business Day on which such funds are required to be paid to Lenders by Agent until such funds are actually paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All payments of principal and interest in respect of the outstanding Loan, all payments of the fees described in this Agreement (but not other than agency and arrangement fees described in any separate fee letter except to the extent expressly set forth thereinSection 2.04(b)), and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. The Agent shall promptly, but in any event within two (2) Business Days (with interest thereon, if required pursuant to this Section 11.04(a)), distribute to each Lender at its primary address set forth herein on the appropriate counterpart signature page hereof or in its on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Requisite Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 11.05, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(bsubsection 8.6.1(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one five (15) Business DayDays, provided that, if any such payments are not distributed to the Lenders within one five (15) Business Day Days after Agent’s 's receipt thereof, Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate overnight cost of funds at which federal funds are made available to the Agent (such interest rate to change automatically effective as of the date of each change in the overnight cost of federal funds) and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanInterest Rate, from the date of receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland Chicago time) on the date of receipt. All payments of principal and interest in respect of the Loan, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein), and all payments in respect of any other obligations of Borrower under the Loan Documents shall be allocated among such of Lenders as are entitled thereto, in proportion of their respective Percentages Pro Rata Shares or otherwise as provided herein or in the other Loan DocumentsDocuments or in the Assignment and Acceptance Agreements, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein or in its Assignment and AssumptionAcceptance Agreement, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Requisite Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing, without necessity of notice to or consent of or approval by BorrowersBorrower.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b15.5(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s 's receipt thereof, Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland Columbus, Ohio time) on the date of receipt. All payments of principal and interest in respect of the Loan, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein), and all payments in respect of any other obligations of Borrower under the Loan Documents shall be allocated among such of Lenders as are entitled thereto, in proportion of their respective Percentages or otherwise as provided herein in the other Loan Documents, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein or in its Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing, without necessity of notice to or consent of or approval by BorrowersBorrower.

Distribution and Apportionment of Payments. (a) i. Subject to Section 20.5(b21(e)(ii), payments actually received by Agent for the account of the Lenders Banks shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders Banks within one (1) Business Day after Agent’s 's receipt thereof, Agent shall pay to such Lenders Banks interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders Banks provided such funds are received by Agent not later than 11:00 A.M. (Cleveland Denver time) on the date of receipt. All payments of principal and interest in respect of the Loan, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein), and all payments in respect of any other obligations of Borrower under the Loan Documents shall be allocated among such of Lenders Banks as are entitled thereto, in proportion of their respective Percentages or otherwise as provided herein in the other Loan Documents, as the case may be. The Agent shall distribute to each Lender Bank at its primary address set forth herein or in its Assignment and Assumption, or at such other address as a Lender Bank may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender Bank and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required LendersBanks, or all LendersBanks, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders Banks as among themselves and may at any time or from time to time be changed by the Lenders Banks as they may elect, in writing, without necessity of notice to or consent of or approval by BorrowersBorrower.

Distribution and Apportionment of Payments. (a) a. Subject to Section 20.5(b10.04(b), payments actually received by Agent Bank for the account of the Lenders shall be paid to them promptly after receipt thereof by AgentAgent Bank, but in any event within one (1) Banking Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Agent Bank shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of Banking Business Day following receipt of such funds by Agent Bank until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to Section 10.04(b), all payments of principal and interest in respect of the LoanFunded Outstandings, all payments of the Nonusage fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Credit Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of other Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein herein. Agent Bank shall promptly distribute, but in the other Loan Documentsany event within one (1) Banking Business Day, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the applicable Assignment and AssumptionAssumption Agreement, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent Bank shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 11.01, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person. All payments or other sums received by Agent Bank for the account of Lenders (including, without limitation, principal and interest payments, the proceeds of any and all insurance maintained with respect to any of the Collateral, and any and all condemnation proceeds with respect to any of the Collateral) shall not constitute property or assets of the Agent Bank and shall be held by Agent Bank, solely in its capacity as administrative and collateral agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (ae) Subject to Section 20.5(b14.5(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s 's receipt thereof, Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland Indianapolis, Indiana time) on the date of receipt. All payments of principal and interest in respect of the Loan, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein), and all payments in respect of any other obligations of Borrower under the Loan Documents shall be allocated among such of Lenders as are entitled thereto, in proportion of their respective Percentages or otherwise as provided herein in the other Loan Documents, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein or in its Assignment and Assumptionherein, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing, without necessity of notice to or consent of or approval by Borrowers.Borrower. The Commitment Fee, which Agent acknowledges has been paid by Borrower to Agent will be allocated among the Lenders as follows: Huntington $45,000 LaSalle $30,375 KeyBank $37,125

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b15.5(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. 1:00 p.m. (Cleveland time) on the date of receipt. All payments of principal and interest in respect of the Loan, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein), and all payments in respect of any other obligations of Borrower under the Loan Documents shall be allocated among such of Lenders as are entitled thereto, in proportion of their respective Percentages or otherwise as provided herein in the other Loan Documents, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein or in its Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing, without necessity of notice to or consent of or approval by BorrowersBorrower.

Distribution and Apportionment of Payments. (a) 9.4.1. Subject to Section 20.5(b9.04(b), payments actually received by Agent Bank for the account of the Lenders shall be paid to them promptly after receipt thereof by AgentAgent Bank, but in any event within one (1) Banking Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Agent Bank shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of Banking Business Day following receipt of such funds by Agent Bank until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to Section 9.04(b), all payments of principal and interest in respect of the LoanFunded Outstandings, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Credit Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of other Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein herein. Agent Bank shall promptly distribute, but in the other Loan Documentsany event within one (1) Banking Business Day, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the applicable Assignment and AssumptionAssumption Agreement, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent Bank shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 10.01, without necessity of notice to or consent of or approval by Borrowers.Borrower, Guarantor or any other Person. All payments or other sums received by Agent Bank for the account of Lenders (including, without limitation, principal and interest payments, the proceeds of any and all insurance maintained with respect to any of the Collateral, and any and all condemnation proceeds with respect to any of the Collateral) shall not constitute property or assets of the Agent Bank and shall be held by Agent Bank, solely in its capacity as administrative and collateral agent for itself and the other Lenders, subject to the Loan Documents. 105

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(bSECTION 11.4(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, PROVIDED that Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of Business Day following receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to SECTION 11.4(b), all payments of principal and interest in respect of the Loanoutstanding Advances, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of other Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. The Agent shall distribute promptly distribute, but in any event within one (1) Business Day, to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided ; PROVIDED that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with SECTION 12.4, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person. All payments or other sums received by Agent for the account of Lenders (including, without limitation, principal and interest payments, the proceeds of any and all insurance maintained with respect to any of the Collateral, and any and all condemnation proceeds with respect to any of the Collateral) shall not constitute property or assets of the Agent and shall be held by Agent, solely in its capacity as agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b11.04(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one prior to 3:00 P.M. (1California time) Business Dayon the day of receipt (if received by 11:00 A.M. (California time) on such day), provided that, if any such payments are not distributed to the Lenders or within one (1) Business Day thereafter (if received after Agent’s receipt thereof11:00 A.M. (California time) on the day of receipt), provided that Agent shall pay to such Lenders interest thereon, thereon at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of receipt of Business Day on which such funds are required to be paid to Lenders by Agent until such funds are actually paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All payments of principal and interest in respect of the Loanoutstanding Loans (other than Swingline Loans), all payments of the fees described in this Agreement (but not other than agency and arrangement fees described in any separate fee letter except to the extent expressly set forth thereinSection 2.04(b)), and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. The Agent shall promptly, but in any event within two (2) Business Days (with interest thereon, if required pursuant to this Section 11.04(a)), distribute to each Lender at its primary address set forth herein on the appropriate counterpart signature page hereof or in its on the Assignment and AssumptionAssumption or a Joinder Agreement, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Requisite Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 12.05, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b11.4(b), payments actually received by --------------- the Administrative Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by the Administrative Agent, but in any event within one two (12) Business DayDays, provided that, if any such payments are not distributed to that the Lenders within one (1) Business Day after Agent’s receipt thereof, Administrative Agent shall pay -------- to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanLoans, from the date of Business Day following receipt of such funds by the Administrative Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to Section 11.4(b), all payments --------------- of principal and interest in respect of the Loanoutstanding Loans, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. -------- The Administrative Agent shall distribute promptly distribute, but in any event within two (2) Business Days, to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Administrative Agent shall in any event -------- not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 12.4, without necessity of notice to or ------------ consent of or approval by BorrowersBorrower or any other Person. All payments or other sums received by the Administrative Agent for the account of Lenders (including, without limitation, principal and interest payments, the proceeds of any and all insurance maintained with respect to any of the Collateral, and any and all condemnation proceeds with respect to any of the Collateral) shall not constitute property or assets of the Administrative Agent and shall be held by the Administrative Agent, solely in their capacity as agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(bsubsection 8.6.1(b), payments actually received by ------------------- Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one five (15) Business DayDays, provided that, if any such payments are not distributed to the Lenders within one five (15) Business Day Days after Agent’s 's receipt thereof, Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate overnight cost of funds at which federal funds are made available to the Agent (such interest rate to change automatically effective as of the date of each change in the overnight cost of federal funds) and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanInterest Rate, from the date of receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland Chicago time) on the date of receipt. All payments of principal and interest in respect of the Loan, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein), and all payments in respect of any other obligations of Borrower under the Loan Documents shall be allocated among such of Lenders as are entitled thereto, in proportion of their respective Percentages Pro Rata Shares or otherwise as provided herein or in the other Loan DocumentsDocuments or in the Assignment and Acceptance Agreements, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein or in its Assignment and AssumptionAcceptance Agreement, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Requisite Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing, without necessity of notice to or consent of or approval by BorrowersBorrower.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(bSECTION 10.4(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, PROVIDED that Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanRate, from the date of Business Day following receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to SECTION 10.4(b), all payments of principal and interest in respect of the Loanoutstanding Advances, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. The Agent shall distribute promptly distribute, but in any event within one (1) Business Day after it receives the same, to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided ; PROVIDED that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with SECTION 11.4, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person. All payments or other sums received by Agent for the account of Lenders (including, without limitation, principal and interest payments) shall not constitute property or assets of the Agent and shall be held by Agent, solely in its capacity as agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b)11.5, payments actually received by Administrative Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Administrative Agent, but in any event within one two (12) Business DayDays, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Administrative Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of Business Day following receipt of such funds by Administrative Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All payments of principal and interest in respect of the Loanprincipal, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)interest, and all other payments in respect of any other obligations of Borrower under the Loan Documents or Other Related Documents shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares in the Loan or otherwise as provided herein in the other Loan Documents, or as the case may beseparately agreed by Administrative Agent and any Lender. The Administrative Agent shall distribute promptly distribute, but in any event within two (2) Business Days, to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the Assignment and AssumptionAssumption Agreement, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Administrative Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with this Agreement, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person. All payments or other sums received by Administrative Agent for the account of Lenders shall not constitute property or assets of Administrative Agent and shall be held by Administrative Agent, solely in its capacity as agent for itself and the other Lenders, subject to the Loan Documents and the Other Related Documents.

Distribution and Apportionment of Payments. (a) 11.4.1 Subject to Section 20.5(b)11.4.2, payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one two (12) Business DayDays, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanLoans, from the date of Business Day following receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to Section 11.4.2, all payments of principal and interest in respect of the Loanoutstanding Loans, all payments of the fees described in this Agreement (but not except those fees due Agent from Borrower as referred to in any separate fee letter except to the extent expressly set forth thereinSections 2.5.2 and 4.1.11), and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. The Agent shall distribute promptly distribute, but in any event within two (2) Business Days, to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 12.4, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person. All payments or other sums received by Agent for the account of Lenders shall not constitute property or assets of Agent and shall be held by Agent, solely in its capacity as agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) a. Subject to Section 20.5(b9.04(b), payments actually received by Agent Bank for the account of the Lenders shall be paid to them promptly after receipt thereof by AgentAgent Bank, but in any event within one (1) Banking Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Agent Bank shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of Banking Business Day following receipt of such funds by Agent Bank until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to Section 9.04(b), all payments of principal and interest in respect of the LoanFunded Outstandings, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Credit Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents -75- Obligations shall be allocated among such of other Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein herein. Agent Bank shall promptly distribute, but in the other Loan Documentsany event within one (1) Banking Business Day, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the applicable Assignment and AssumptionAssumption Agreement, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent Bank shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 10.01, without necessity of notice to or consent of or approval by BorrowersBorrower, Guarantor or any other Person. All payments or other sums received by Agent Bank for the account of Lenders (including, without limitation, principal and interest payments, the proceeds of any and all insurance maintained with respect to any of the Collateral, and any and all condemnation proceeds with respect to any of the Collateral) shall not constitute property or assets of the Agent Bank and shall be held by Agent Bank, solely in its capacity as administrative and collateral agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b11.04(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of Business Day following receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to Section 11.04(b), all payments of principal and interest in respect of the Loanoutstanding Loans, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of other Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. The Agent shall distribute promptly distribute, but in any event within one (1) Business Day, to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 12.04, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person. All payments or other sums received by Agent for the account of Lenders (including, without limitation, principal and interest payments, the proceeds of any and all insurance maintained with respect to any of the Collateral, and any and all condemnation proceeds with respect to any of the Collateral) shall not constitute property or assets of the Agent and shall be held by Agent, solely in its capacity as agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b), payments Payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one prior to 3:00 P.M. (1California time) Business Dayon the day of receipt (if received by 11:00 A.M. (California time) on such day), provided that, if any such payments are not distributed to the Lenders or within one (1) Business Day thereafter (if received after Agent’s receipt thereof11:00 A.M. (California time) on the day of receipt), provided that Agent shall pay to such Lenders interest thereon, thereon at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of receipt of Business Day on which such funds are required to be paid to Lenders by Agent until such funds are actually paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All payments of principal and interest in respect of the outstanding Loan, all payments of the fees described in this Agreement (but not other than agency and arrangement fees described in any separate fee letter except to the extent expressly set forth thereinSection 2.04(b)), and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. The Agent shall promptly, but in any event within two (2) Business Days (with interest thereon, if required pursuant to this Section 11.04(a)), distribute to each Lender at its primary address set forth herein on the appropriate counterpart signature page hereof or in its on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the 72 Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Requisite Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 11.05, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person.

Distribution and Apportionment of Payments. (a1) Subject to Section 20.5(bSECTION 11.11(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, PROVIDED that Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanRate, from the date of Business Day following receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to SECTION 11.11(b), all payments of principal and interest in respect of the Loanoutstanding Advances, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. The Agent shall distribute promptly distribute, but in any event within one (1) Business Day after it receives the same, to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided ; PROVIDED that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with SECTION 12.4, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person. All payments or other sums received by Agent for the account of Lenders (including, without limitation, principal and interest payments) shall not constitute property or assets of the Agent and shall be held by Agent, solely in its capacity as agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b)11.4.2, payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one two (12) Business DayDays, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanLoans, from the date of Business Day following receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to Section 11.4.2, all payments of principal and interest in respect of the Loanoutstanding Loans, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. The Agent shall distribute promptly distribute, but in any event within two (2) Business Days, to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 12.4, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person. All payments or other sums received by Agent for the account of Lenders shall not constitute property or assets of Agent and shall be held by Agent, solely in its capacity as agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) a. Subject to Section 20.5(b10.04(b), payments actually received by Agent Bank for the account of the Lenders shall be paid to them promptly after receipt thereof by AgentAgent Bank, but in any event within one (1) Banking Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Agent Bank shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of Banking Business Day following receipt of such funds by Agent Bank until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to Section 10.04(b), all payments of principal and interest in respect of the LoanFunded Outstandings, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Credit Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of other Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein herein. Agent Bank shall promptly distribute, but in the other Loan Documentsany event within one (1) Banking Business Day, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the applicable Assignment and AssumptionAssumption Agreement, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent Bank shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 11.01, without necessity of notice to or consent of or approval by BorrowersBorrowers or any other Person. All payments or other sums received by Agent Bank for the account of Lenders (including, without limitation, principal and interest payments, the proceeds of any and all insurance maintained with respect to any of the Collateral, and any and all condemnation proceeds with respect to any of the Collateral) shall not constitute property or assets of the Agent Bank and shall be held by Agent Bank, solely in its capacity as administrative and collateral agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b9.04(b), payments actually received by Agent Bank for the account of the Lenders shall be paid to them promptly after receipt thereof by AgentAgent Bank, but in any event within one (1) Banking Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Agent Bank shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of Banking Business Day following receipt of such funds by Agent Bank until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to Section 9.04(b), all payments of principal and interest in respect of the LoanFunded Outstandings, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Credit Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of other Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein herein. Agent Bank shall promptly distribute, but in the other Loan Documentsany event within one (1) Banking Business Day, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the applicable Assignment and AssumptionAssumption Agreement, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent Bank shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of 107 interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 10.01, without necessity of notice to or consent of or approval by BorrowersBorrower, Guarantor or any other Person. All payments or other sums received by Agent Bank for the account of Lenders (including, without limitation, principal and interest payments, the proceeds of any and all insurance maintained with respect to any of the Collateral, and any and all condemnation proceeds with respect to any of the Collateral) shall not constitute property or assets of the Agent Bank and shall be held by Agent Bank, solely in its capacity as administrative and collateral agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) a. Subject to Section 20.5(b11.05(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the LoanRevolving Facility, the rate of interest applicable to such portion of the LoanRevolving Facility, from the date of receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland Columbus, Ohio time) on the date of receipt. All payments of principal and interest in respect of the LoanRevolving Facility, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein), and all payments in respect of any other obligations of Borrower under the Loan Documents shall be allocated among such of Lenders as are entitled thereto, in proportion of their respective Percentages or otherwise as provided herein in the other Loan Documents, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein or in its Assignment and AssumptionAcceptance, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing, without necessity of notice to or consent of or approval by Borrowers.Borrower. If a Lender (a “Defaulting Lender”) defaults in making any Advance or paying any other sum payable by it hereunder, such sum together with interest thereon at the Default Rate from the date such amount was due until repaid (such sum and interest thereon as aforesaid referred to, collectively, as the “Lender Default Obligation”) shall be payable by the Defaulting Lender (i) to any Lender(s) which elect, at their sole option (and with no obligation to do so), to fund the amount which the Defaulting Lender failed to fund or (ii) to Agent or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender for the amounts advanced or expended. Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender has repaid the Lender Default Obligation in full, all amounts which would otherwise be distributed to the Defaulting Lender shall instead be applied first to repay the Lender Default Obligation (to be applied first to interest at the Default Rate and then to principal) until the Lender Default Obligation has been repaid in full (whether by such application or by cure by the Defaulting Lender), whereupon such Lender shall no longer be a Defaulting

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b)10.5(b) hereof, payments actually received by Administrative Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Administrative Agent, but in any event within one (1) Business DayDay of receipt, provided that, that if any such payments are not distributed to the Lenders within one (1) Business Day after Administrative Agent’s receipt thereof, Administrative Agent shall pay to such Lenders interest thereon, at a rate equal to the lesser overnight cost of funds at which federal funds are made available to Administrative Agent (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment such interest rate to change automatically effective as of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of receipt each change in the overnight cost of such funds by Agent federal funds) until such funds are paid in immediately available funds to such Lenders provided Lenders. For purposes of this Section 10.5, funds shall be deemed received by Administrative Agent on the date actually received if such funds are received by Administrative Agent not later than 11:00 A.M. (Cleveland Houston, Texas time) and shall be deemed received on the date of receiptnext succeeding Business Day if such funds are actually received by Administrative Agent after 11:00 A.M. (Houston, Texas time). All payments of principal and interest in respect of the Loan, all payments of the fees payable to Lender described in this Agreement (but not in except any separate fee letter except fees payable pursuant to the extent expressly set forth Fee Letter, which fees shall be payable solely to the parties indicated therein), and all payments in respect of any other obligations of Borrower under the Loan Documents shall be allocated among such of those Lenders as are entitled thereto, in proportion of their respective Percentages or otherwise as provided herein or in the other Loan Documents, as the case may be. The Administrative Agent shall distribute to each Lender at its primary address set forth herein or in its Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Administrative Agent shall in any no event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Lenders, or all the Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing, without necessity of notice to or consent of or approval by BorrowersBorrower.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b14.5(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s 's receipt thereof, Agent shall pay to such Lenders interest thereon, thereon at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland Indianapolis, Indiana time) on the date of receipt. All payments of principal and interest in respect of the Loan, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein), and all payments in respect of any other obligations of Borrower under the Loan Documents shall be allocated among such of Lenders as are entitled thereto, in proportion of their respective Percentages or otherwise as provided herein in the other Loan Documents, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein or in its Assignment and Assumptionherein, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing, without necessity of notice to or consent of or approval by Borrowers.Borrower. The Commitment Fee, which Agent acknowledges has been paid by Borrower to Agent, will be allocated among the Lenders as follows: Huntington $60,000 LaSalle $52,500 KeyBank $37,500

Distribution and Apportionment of Payments. (a) 11.4.1 Subject to Section 20.5(b)11.4.2, payments actually received by Administrative Agent for the account of the Lenders and Designated Bid Lenders shall be paid to them Lenders (for their own accounts and, in their capacities as administrative agents for their respective Designated Bid Lenders, for the accounts of such Designated Bid Lenders) promptly after receipt thereof by Administrative Agent, but in any event within one two (12) Business DayDays, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Administrative Agent shall pay to Lenders (for their -105- 111 own accounts and, in their capacities as administrative agents for their respective Designated Bid Lenders, for the accounts of such Lenders Designated Bid Lenders) interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanLoans, from the date of Business Day following receipt of such funds by Administrative Agent until such funds are paid in immediately available funds to Lenders (for their own accounts and, in their capacities as administrative agents for their respective Designated Bid Lenders, for the accounts of such Lenders provided such funds are received by Agent not later than 11:00 A.M. Designated Bid Lenders). Subject to Section 11.4.2, (Cleveland timex) on the date of receipt. All all payments of principal and interest in respect of the Loanoutstanding Committed Loans, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Agreement, and all payments in respect of any other obligations of Borrower under Obligations relating to the Loan Documents Committed Facility, shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein herein; and (y) all payments of principal, interest or any other amount in respect of any Bid Loan shall be paid to the other Loan DocumentsLender to whom, or whose Designated Bid Lender to whom, such amount is due (for such Lenders' own accounts and, in their capacities as administrative agents for their respective Designated Bid Lenders, for the case may beaccounts of such Designated Bid Lenders), or otherwise as provided herein. The Administrative Agent shall distribute promptly distribute, but in any event within two (2) Business Days, to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it or its Designated Bid Lender may be entitled to receive, provided that the Administrative Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender or Designated Bid Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders and Designated Bid Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders and Designated Bid Lenders as among themselves and may at any time or from time to time be changed by the Lenders and Designated Bid Lenders as they may elect, in writingwriting in accordance with Section 12.4, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person. All payments or other sums received by Administrative Agent for the account of Lenders or Designated Bid Lenders shall not constitute property or assets of Administrative Agent and shall be held by Administrative Agent, solely in its capacity as Administrative Agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) 11.4.1 Subject to Section 20.5(b)11.4.2, payments actually received by Agent for the account of the Lenders and Designated Bid Lenders shall be paid to them Lenders (for their own accounts and, in their capacities as administrative agents for their respective Designated Bid Lenders, for the accounts of such Designated Bid Lenders) promptly after receipt thereof by Agent, but in any event within one two (12) Business DayDays, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Agent shall pay to Lenders (for their own accounts and, in their capacities as administrative agents for their respective Designated Bid Lenders, for the accounts of such Lenders Designated Bid Lenders) interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanLoans, from the date of Business Day following receipt of such funds by Agent until such funds are paid in immediately available funds to Lenders (for their own accounts and, in their capacities as administrative agents for their respective Designated Bid Lenders, for the accounts of such Lenders provided such funds are received by Agent not later than 11:00 A.M. Designated Bid Lenders). Subject to Section 11.4.2, (Cleveland timex) on the date of receipt. All all payments of principal and interest in respect of the Loanoutstanding Committed Loans, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Agreement, and all payments in respect of any other obligations of Borrower under Obligations relating to the Loan Documents Committed Facility, shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein herein; and (y) all payments of principal, interest or any other amount in respect of any Bid Loan shall be paid to the other Loan DocumentsLender to whom, or whose Designated Bid Lender to whom, such amount is due (for such Lenders' own accounts and, in their capacities as administrative agents for their respective Designated Bid Lenders, for the case may beaccounts of such Designated Bid Lenders), or otherwise as provided herein. The Agent shall distribute promptly distribute, but in any event within two (2) Business Days, to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it or its Designated Bid Lender may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender or Designated Bid Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders and Designated Bid Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders and Designated Bid Lenders as among themselves and may at any time or from time to time be changed by the Lenders and Designated Bid Lenders as they may elect, in writingwriting in accordance with Section 12.4, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person. All payments or other sums received by Agent for the account of Lenders or Designated Bid Lenders shall not constitute property or assets 103 104 of Agent and shall be held by Agent, solely in its capacity as agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b)11.5, payments actually received by Administrative Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Administrative Agent, but in any event within one two (12) Business DayDays, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Administrative Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of Business Day following receipt of such funds by Administrative Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All payments of principal and interest in respect of the Loanprincipal, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)interest, and all other payments in respect of any other obligations of Borrower under the Loan Documents or Other Related Documents shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares in the Loan or otherwise as provided herein in the other Loan Documents, or as the case may beseparately agreed by Administrative Agent and any Lender. The Administrative Agent shall distribute promptly distribute, but in any event within two (2) Business Days, to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the Assignment and AssumptionAssumption Agreement, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Administrative Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time Loan No. 1005062 or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with this Agreement, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person. All payments or other sums received by Administrative Agent for the account of Lenders shall not constitute property or assets of Administrative Agent and shall be held by Administrative Agent, solely in its capacity as agent for itself and the other Lenders, subject to the Loan Documents and the Other Related Documents.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b11.4(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, . Agent shall pay to such Lenders interest thereon, at the lesser of (i1) the Federal Funds Effective Rate and (ii2) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanLoans, from the date of Business Day following receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to Section 11.4(b), all payments of principal and interest in respect of the Loanoutstanding Loans, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. The Agent shall distribute promptly distribute, but in any event within one Business Day, to each Lender at its primary address by wire transfer as set forth herein on the appropriate counterpart signature page hereof, or in its on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the . Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among amongst themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 12.5, without necessity of notice to to, or consent of or approval by, Borrower or any other Person. All payments or other sums received by BorrowersAgent for the account of Lenders (including, without limitation, principal and interest payments, the proceeds of any and all insurance maintained with respect to any collateral, and all proceeds from the condemnation of any Collateral) shall be held by Agent, solely for the benefit of Lenders, consistent with the Loan Documents, and shall not constitute assets of Agent.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(bsubsection 8.6.1(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one five (15) Business DayDays, provided that, if any such payments are not distributed to the Lenders within one five (15) Business Day Days after Agent’s 's receipt thereof, Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate overnight cost of funds at which federal funds are made available to the Agent (such interest rate to change automatically effective as of the date of each change in the overnight cost of federal funds) and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanInterest Rate, from the date of receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland Chicago time) on the date of receipt. All payments of principal and interest in respect of the Loan, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein), and all payments in respect of any other obligations of Borrower Borrowers under the Loan Documents shall be allocated among such of Lenders as are entitled thereto, in proportion of their respective Percentages Pro Rata Shares or otherwise as provided herein or in the other Loan DocumentsDocuments or in the Assignment and Acceptance Agreements, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein or in its Assignment and AssumptionAcceptance Agreement, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Requisite Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing, without necessity of notice to or consent of or approval by Borrowers.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b)11.4(b) below, payments actually received by Administrative Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Administrative Agent, but in any event within one two (12) Business DayDays, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Administrative Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanFacility, from the date of Business Day following receipt of such funds by Administrative Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All payments of principal and interest in respect of the Loanprincipal, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)interest, and all other payments in respect of any other obligations of Borrower under the Loan Documents shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares in the Facility or otherwise as provided herein in the other Loan Documents, or as the case may beseparately agreed by Administrative Agent and any Lender. The Administrative Agent shall distribute promptly distribute, but in any event within two (2) Business Days, to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the Assignment and AssumptionAssumption Agreement, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Administrative Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with this Agreement, without necessity of notice to or consent of or approval by BorrowersBorrower, Guarantor or any other Person. All payments or other sums received by Administrative Agent for the account of Lenders shall not constitute property or assets of the Administrative Agent and shall be held by Administrative Agent, solely in its capacity as agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (ai) Subject to Section 20.5(bSubsection 12.7(a)(ii), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s 's receipt thereof, Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate overnight cost of funds at which federal funds are made available to the Agent (such interest rate to change automatically effective as of the date of each change in the overnight cost of federal funds) and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanInterest Rate, from the date of receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland Chicago time) on the date of receipt. All payments of principal and interest in respect of the Loan, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein), and all payments in respect of any other obligations of Borrower Borrowers under the Loan Documents shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein or in the other Loan DocumentsDocuments or in the Assignment and Acceptance Agreements, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein or in its Assignment and AssumptionAcceptance Agreement, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Requisite Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing, without necessity of notice to or consent of or approval by Borrowers.

Distribution and Apportionment of Payments. (a) a. Subject to Section 20.5(b10.04(b), payments actually received by Agent Bank for the account of the Lenders shall be paid to them promptly after receipt thereof by AgentAgent Bank, but in any event within one (1) Banking Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Agent Bank shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of Banking Business Day following receipt of such funds by Agent Bank until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to Section 10.04(b), all payments of principal and interest in respect of the LoanFunded Outstandings, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Credit Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of other Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein herein. Agent Bank shall promptly distribute, but in the other Loan Documentsany event within one (1) Banking Business Day, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the applicable Assignment and AssumptionAssumption Agreement, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent Bank shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 11.01, without necessity of notice to or consent of or approval by BorrowersBorrower, Guarantors or any other Person. All payments or other sums received by Agent Bank for the account of Lenders (including, without limitation, principal and interest payments, the proceeds of any and all insurance maintained with respect to any of the Collateral, and any and all condemnation proceeds with respect to any of the Collateral) shall not constitute property or assets of the Agent Bank and shall be held by Agent Bank, solely in its capacity as administrative and collateral agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b11.11(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, that Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanRate, from the date of Business Day following receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receiptLenders. All Subject to Section 11.11(b), all payments of principal and interest in respect of the Loanoutstanding Advances, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages Pro Rata Shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. The Agent shall distribute promptly distribute, but in any event within one (1) Business Day after it receives the same, to each Lender at its primary address set forth herein on the appropriate signature page hereof or in its on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, ; provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including including, without limitation limitation, instructions from the Required Lenders, Requisite Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writingwriting in accordance with Section 12.4, without necessity of notice to or consent of or approval by BorrowersBorrower or any other Person. All payments or other sums received by Agent for the account of Lenders (including, without limitation, -98- 105 principal and interest payments) shall not constitute property or assets of the Agent and shall be held by Agent, solely in its capacity as agent for itself and the other Lenders, subject to the Loan Documents.

Distribution and Apportionment of Payments. (a) Subject to Section 20.5(b), payments Payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, PROVIDED that Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the LoanLoans, from the date of Business Day following receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent Lenders. So long an there does not later than 11:00 A.M. (Cleveland time) on the date exist an Event of receipt. All Default, all payments of principal and interest in respect of the Loanoutstanding Loans, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein)Agreement, and all payments in respect of any other obligations of Borrower under the Loan Documents Obligations shall be allocated among such of Lenders as are entitled thereto, in proportion of to their respective Percentages PRO RATA shares or otherwise as provided herein in the other Loan Documents, as the case may beherein. The Agent shall promptly distribute to each Lender at its primary address set forth herein on the appropriate counterpart signature page hereof or in its on the Assignment and AssumptionAcceptance, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Lenders, or all Lenders, as applicable, Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing, without necessity of notice to or consent of or approval by BorrowersBorrowers or any other Person.