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. (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 Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers as to their desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (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 fullfunded its Pro Rata Share of a Loan (other than a Swingline Loan but including a Mandatory Borrowing) or draw on a Letter of Credit which was previously a Non Pro Rata Loan, or 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such application or by cure by Non Pro Rata Loan, all of the Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal, interest and fees in respect of all Non Pro Rata Loans in which the Defaulting LenderLender has not funded its Pro Rata Share (such principal, interest and fees being referred to as "Senior Loans"), whereupon such Lender shall no longer . All amounts paid by Borrower and otherwise due to be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender shall be paid applied 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers Obligations owing to the Defaulting Lender equal pursuant to the Lender Default Obligation terms hereof shall be subordinated distributed by Agent to the indebtedness of Borrowers to all other Lenders in accordance with their respective Pro Rata Shares (recalculated for purposes hereof to exclude the Defaulting Lender's Commitment), until all Senior Loans have been paid in full. This provision governs only the relationship among Agent, each Defaulting Lender, and the other Lenders; nothing hereunder shall be paid only after limit the indebtedness obligation of Borrowers Borrower to repay all other Lenders is paidLoans in accordance with the terms of this Agreement. The provisions of this Section section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding notwithstanding (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Lenders Requisite Lenders, Supermajority Lenders, or all Lenders and while any Lender is a Lenders. No Unused Facility Fee shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive any failure to fund Loans (other than Swingline Loans but including Loans made pursuant to Mandatory Borrowings) or draws on Letters of the Percentage Credit or reimburse Agent for any Liabilities and Costs as herein provided until such failure has been cured and, without limitation of the Defaulting Lender. The other provisions set forth in this Agreement, Agent shall be entitled to (i) collect interest from such Lender for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate for each day during such period, (ii) withhold or set off, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Agreement, and (iiiii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses), Costs plus interest thereon at the Default Rate, default rate set forth in the Loan Documents for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (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 Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers Borrower to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers Borrower to all other Lenders and shall be paid only after the indebtedness of Borrowers Borrower to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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 Borrowers. (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 Borrower or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender for the amounts advanced Person. All payments 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 other sums received by such application or by cure by the Defaulting Lender), whereupon such Lender shall no longer be a Defaulting Lender. Any interest collected from Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers as to their desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Administrative Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderLenders shall not constitute property or assets of Administrative Agent and shall be held by Administrative Agent, each Lender that is not incorporated under solely in its capacity as agent for itself and the laws of the United States of Americaother Lenders, or a state thereof, agrees that it will deliver subject to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement Loan Documents and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxOther Related 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, 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 Borrowers. (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 Borrowers 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 Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers as to their desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this AgreementPerson. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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 Borrowers. (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 Borrower or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender Person. All payments or other sums received by Agent for the amounts advanced account of Lenders shall not constitute property or expended. 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. 11.4.2 Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender has repaid the Lender Default Obligation in fullfunded its Pro Rata Share of a Loan which was previously a Non Pro Rata Loan, or 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such application or by cure by Non Pro Rata Loan, all of the Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal, interest and fees in respect of all Non Pro Rata Loans in which the Defaulting LenderLender has not funded its Pro Rata Share (such principal, interest and fees being referred to as “Senior Loans”), whereupon such Lender shall no longer . All amounts paid by Borrower and otherwise due to be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a applied to the Obligations owing to the Defaulting Lender pursuant to the terms hereof shall be paid distributed by Agent to the Lender(s) who made such advance and shall be credited against other Lenders in accordance with their respective Pro Rata Shares (recalculated for purposes hereof to exclude the Defaulting Lender’s Commitment), until all Senior Loans have been paid in full. This provision governs only the relationship among Agent, each Defaulting Lender, and the other Lenders; nothing hereunder shall limit the obligation of Borrower to pay interest on repay all Loans in accordance with the amount advanced at the Default Rate. If no other Lender makes an advance a Defaulting Lender failed to fund, a portion terms of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paidthis Agreement. The provisions of this Section section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender’s right to vote on matters which are subject to the consent or approval of Required Requisite Lenders or all Lenders and while any Lender is a Lenders. No Facility Fee shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Loans or reimburse Agent for any Liabilities and Costs as herein provided until such failure has been cured, and Agent shall be entitled to (i1) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Agreement, and (ii2) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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 Borrowers. (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 Borrower or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender for the amounts advanced Person. All payments 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 Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers as to their desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced sums received by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderLenders shall not constitute property or assets of Agent and shall be held by Agent, each Lender that is not incorporated under solely in its capacity as agent for itself and the laws of the United States of Americaother Lenders, or a state thereof, agrees that it will deliver subject to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxLoan 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 Borrowers. (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 Borrower or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender Person. All payments or other sums received by Agent for the amounts advanced account of Lenders shall not constitute property or expended. 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. 11.4.2 Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender has repaid the Lender Default Obligation in fullfunded its Pro Rata Share of a Loan which was previously a Non Pro Rata Loan, or 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such application or by cure by Non Pro Rata Loan, all of the Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal, interest and fees in respect of all Non Pro Rata Loans in which the Defaulting LenderLender has not funded its Pro Rata Share (such principal, interest and fees being referred to as "Senior Loans"), whereupon such Lender shall no longer . All amounts paid by Borrower and otherwise due to be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender shall be paid applied 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers Obligations owing to the Defaulting Lender equal pursuant to the Lender Default Obligation terms hereof shall be subordinated distributed by Agent to the indebtedness of Borrowers to all other Lenders in accordance with their respective Pro Rata Shares (recalculated for purposes hereof to exclude the Defaulting Lender's Commitment), until all Senior Loans have been paid in full. This provision governs only the relationship among Agent, each Defaulting Lender, and the other Lenders; nothing hereunder shall be paid only after limit the indebtedness obligation of Borrowers Borrower to repay all other Lenders is paidLoans in accordance with the terms of this Agreement. The provisions of this Section section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding notwithstanding (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Requisite Lenders or all Lenders and while any Lender is a Lenders. No Unused Facility Fee shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Loans or reimburse Agent for any Liabilities and Costs as herein provided until such failure has been cured, and Agent shall be entitled to (i1) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Agreement, and (ii2) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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 Borrowers. (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 Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers as to their desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting LenderBorrower. The Agent shall be entitled upon each distribution noted above promptly notify Borrower of such distribution and each Lender of the amounts so distributed to (i) withhold or set offit applicable to principal of, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damages. In additioninterest on, the Defaulting Lender shall indemnify, defend and hold Agent and each of proportionate share held by the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting applicable Lender’s failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver . Each payment to the Agent two duly completed copies by Borrower as noted in this Section shall constitute a payment by the Borrower to each Lender in the amount of United States Internal Revenue Service Form W-8 BEN or W-8 ECIsuch Lender’s proportionate of such payment, certifying in either case that and any such Lender is entitled payment to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies shall not be considered outstanding for any purpose after the date of such form (payment by the Borrower to the Agent without regard to whether or a successor form) on or before when the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals Agent makes distribution thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxprovided above.

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 Borrowers. (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 Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers as to their desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting LenderBorrower. The Agent shall be entitled upon each distribution noted above promptly notify Borrower of such distribution and each Lender of the amounts so distributed to (i) withhold or set offit applicable to principal of, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damages. In additioninterest on, the Defaulting Lender shall indemnify, defend and hold Agent and each of proportionate share held by the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting applicable Lender’s failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver . Each payment to the Agent two duly completed copies by Borrower as noted in this Section shall constitute a payment by the Borrower to each Lender in the amount of United States Internal Revenue Service Form W-8 BEN or W-8 ECIsuch Lender's proportionate of such payment, certifying in either case that and any such Lender is entitled payment to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies shall not be considered outstanding for any purpose after the date of such form (payment by the Borrower to the Agent without regard to whether or a successor form) on or before when the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals Agent makes distribution thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxprovided above.

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. (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 funded its Pro Rata Share of any advance hereunder which was previously a Non-Pro Rata Advance, or all 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such application or by cure by Non-Pro Rata Advance, all of the Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal, interest and fees in respect of all Non-Pro Rata Advances in which the Defaulting LenderLender has not funded its Pro Rata Share (such principal, interest and fees being referred to as "Senior Loans"), whereupon such Lender shall no longer . All amounts paid by Borrower and otherwise due to be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender shall be paid applied 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers Obligations owing to the Defaulting Lender equal pursuant to the Lender Default Obligation terms hereof shall be subordinated distributed by Administrative Agent to the indebtedness other Lenders in accordance with their respective Pro Rata Shares (recalculated for purposes hereof to exclude the Defaulting Lender's Pro Rata Share of Borrowers the Loan), until all Senior Loans have been paid in full. This provision governs only the relationship among Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of Borrower to repay the Loan and all other Lenders and shall be paid only after Obligations in accordance with the indebtedness terms of Borrowers this Agreement, nor create an Event of Default if payments are not made to all other Lenders is paida Defaulting Lender. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding notwithstanding (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required the Requisite Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting LenderLenders. The Administrative Agent shall be entitled to (iA) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnifyindemnity, defend and hold Administrative Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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 Borrowers. (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 Borrowers 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 Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers as to their desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this AgreementPerson. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (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. b. Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender has repaid the Lender Default Obligation in fullfunded its Pro Rata Share of Borrowing which was previously a Non Pro Rata Borrowing, or 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal due in respect of such application or by cure by Non Pro Rata Borrowing, all principal sums owing to such Defaulting Lender hereunder shall be subordinated in right of payment to the prior payment in full of all principal, in respect of all Non Pro Rata Borrowing in which the Defaulting Lender)Lender has not funded its Pro Rata Share. This provision governs only the relationship among Agent Bank, whereupon such Lender shall no longer be a each Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender , and the other Lenders; nothing hereunder shall be paid to limit 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to repay all Borrowings in accordance with the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness terms of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paidthis Credit Agreement. The provisions of this Section section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding notwithstanding (i) any other provision of this Credit Agreement to the contrary or contrary, (ii) any instruction of Borrowers as to their desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Requisite Lenders or all Lenders and while any Lender is a Lenders. No Commitment Fee or L/C Fees shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Borrowings or reimburse Agent Bank for any Liabilities and Costs as herein provided until such failure has been cured, and Agent Bank shall be entitled to (iA) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Credit Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent Bank and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Credit Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (b2) 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 funded its Pro Rata Share of any Advance 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 was previously a Defaulting Lender. Any interest collected from Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding Non-Pro (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Requisite Lenders or all Lenders and while any Lender is a Lenders. No Unused Facility Fee shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Advances or reimburse Agent for any Liabilities and Costs as herein provided until such failure has been cured, and Agent shall be entitled to (iA) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at a default rate of interest which is five percent (5%) per annum in excess of the Default Base Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (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 funded its Pro Rata Share of any advance hereunder which was previously a Non-Pro Rata Advance, or all 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such application or by cure by Non-Pro Rata Advance, all of the Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal, interest and fees in respect of all Non-Pro Rata Advances in which the Defaulting LenderLender has not funded its Pro Rata Share (such principal, interest and fees being referred to as "Senior Loans"), whereupon such Lender shall no longer . All amounts paid by Borrower and otherwise due to be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender shall be paid applied 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers Obligations owing to the Defaulting Lender equal pursuant to the Lender Default Obligation terms hereof shall be subordinated distributed by Administrative Agent to the indebtedness other Lenders in accordance with their respective Pro Rata Shares (recalculated for purposes hereof to exclude the Defaulting Lender's Pro Rata Share of Borrowers the Loan), until all Senior Loans have been paid in full. This provision governs only the relationship among Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of Borrower to repay the Loan and all other Lenders and shall be paid only after Obligations in accordance with the indebtedness terms of Borrowers this Agreement, nor create an Event of Default if payments are not made to all other Lenders is paida Defaulting Lender. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required the Requisite Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting LenderLenders. The Administrative Agent shall be entitled to (iA) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Administrative Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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 Borrowers. (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 Borrower or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender Person. All payments or other sums received by Agent for the amounts advanced account of Lenders or expended. 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. 11.4.2 Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender has repaid (or, in the Lender Default Obligation in full, all amounts which would otherwise be distributed to the case of a Defaulting Lender shall instead be applied first to repay the Lender Default Obligation that is a Designated Bid Lender, its Designating Lender) has funded (to be applied first to interest at the Default Rate i) its Pro Rata Share of a Committed Loan or its Bid Loan (in either such case, that was, until such payment, a Non Pro Rata Loan) or all other Lenders and then to principal) until the Lender Default Obligation has been repaid Designated Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such application Non Pro Rata Loan, such Defaulting Lender's right to receive principal in respect of any Loan owing to such Defaulting Lender hereunder (but not such Lender's or by cure by Designated Bid Lender's right to receive payment of any other Obligation due to it) shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal, interest and fees in respect of all Non Pro Rata Loans in which the Defaulting LenderLender has not funded the full amount it was required to have funded with respect thereto (such principal, interest and fees being referred to as "Senior Loans"), whereupon such Lender shall no longer . All amounts paid by Borrower and otherwise due to be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender shall be paid applied 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 makes an advance a Defaulting Lender failed to fund, a portion principal of the indebtedness of Borrowers Obligations owing to the Defaulting Lender equal pursuant to the Lender Default Obligation terms hereof (i) if due with respect to the Committed Loans, shall be subordinated distributed by Agent to the indebtedness other Lenders in accordance with their respective Pro Rata Shares (recalculated for purposes hereof to exclude the Defaulting Lender's Commitment), until all Senior Loans constituting Committed Loans have been paid in full, and (ii) if due with respect to any Bid Loan, shall be distributed by Agent to the other Lenders who have (or whose Designated Bid Lenders have) Bid Loans then due and payable (for such Lenders' own accounts and, in their capacities as administrative agents for their respective Designated Bid Lenders, for the accounts of Borrowers such Designated Bid Lenders), in accordance with their respective pro rata shares (based on the ratio of the aggregate amount due each such other Lender or Designated Bid Lender to the aggregate amount then due and payable to all Lenders and Designated Bid Lenders, but calculated for purposes hereof to exclude amounts due to the Defaulting Lender with respect to the Bid Loans), until all Senior Loans constituting Bid Loans then due and payable have been paid in full. This provision governs only the relationship among Agent, each Defaulting Lender, and the other Lenders and Designated Bid Lenders; nothing hereunder shall be paid only after limit the indebtedness obligation of Borrowers Borrower to repay all other Lenders is paidLoans in accordance with the terms of this Agreement. The provisions of this Section section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding notwithstanding (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required the Requisite Lenders, the Majority Lenders or all Lenders and while Designated Bid Lenders. In addition, until any Lender is Lender's or Designated Bid Lender's failure to reimburse Agent for any Liabilities and Costs as herein provided has been cured (which, in the case of any failure to pay by a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall Designated Bid Lender, may be calculated exclusive of the Percentage of the Defaulting Lender. The 104 105 cured by its Designating Bank), Agent shall be entitled to (i1) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Agreement, and (ii2) (A) if such Defaulting Lender is a Lender, bring an action or suit against such Defaulting Lender, or (B) if such Defaulting Lender is a Designated Bid Lender, bring an action or suit against such Defaulting Lender's Designating Lender (or, subject to the provisions of Section 11.12.3(e), such Defaulting Lender) in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender (and, in the case of a Defaulting Lender that is a Designated Bid Lender, its Designating Bank) shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (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 funded its Pro Rata Share of any Advance which was previously a Non-Pro Rata Advance, or all 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 other Lenders have received payment in full (whether by such application repayment or by cure by the Defaulting Lender), whereupon such Lender shall no longer be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(sprepayment) 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness principal and interest due in respect of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to such Non-Pro Rata Advance, all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers as to their desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid Obligations owing to such Defaulting Lender under this Agreementhereunder shall be subordinated in right of payment, and (ii) bring an action or suit against such Defaulting Lender as provided in a court of competent jurisdiction to recover the Lender Default Obligation andfollowing sentence, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach prior payment in full of this Agreementall principal, to collect damages. In addition, interest and fees in respect of all Non-Pro Rata Advances in which the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is has not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.funded

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. (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 funded its Pro Rata Share of any Advance which was previously a Non- Pro Rata Advance, or all 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such application or by cure by Non-Pro Rata Advance, all of the Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal, interest and fees in respect of all Non-Pro Rata Advances in which the Defaulting LenderLender has not funded its Pro Rata Share (such principal, interest and fees being referred to as “Senior Loans”), whereupon such Lender shall no longer . All amounts paid by Borrower and otherwise due to be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a applied to the Obligations owing to the Defaulting Lender pursuant to the terms hereof shall be paid distributed by Administrative Agent to the Lender(s) who made such advance and shall be credited against other Lenders in accordance with their respective Pro Rata Shares (recalculated for purposes hereof to exclude the Defaulting Lender’s Pro Rata Share of the Commitment), until all Senior Loans have been paid in full. This provision governs only the relationship among Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of Borrower to pay interest on repay all Advances in accordance with the amount advanced at the terms of this Agreement, nor create an Event of Default Rate. If no other Lender makes an advance if payments are not made to a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paidLender. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender’s right to vote on matters which are subject to the consent or approval of Required the Requisite Lenders or all Lenders and while any Lender is a the Lenders. No Facility Fee shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Advances or reimburse Administrative Agent for any Liabilities and Costs as herein provided until such failure has been cured, and Administrative Agent shall be entitled to (iA) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Administrative Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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 Borrowers. (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 Borrowers or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender Person. All payments or other sums received by Agent Bank for the amounts advanced 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 expended. 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. b. Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender has repaid the Lender Default Obligation in fullfunded its Pro Rata Share of Borrowing which was previously a Non Pro Rata Borrowing, or 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal due in respect of such application or by cure by the Defaulting Lender)Non Pro Rata Borrowing, whereupon all principal sums owing to such Lender shall no longer be a Defaulting Lender. Any interest collected from Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation hereunder shall be subordinated in right of payment to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding prior payment in (i) any other provision of this Credit Agreement to the contrary or contrary, (ii) any instruction of Borrowers as to their desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Requisite Lenders or all Lenders and while any Lender is a Lenders. No Commitment Fee or L/C Fees shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Borrowings or reimburse Agent Bank for any Liabilities and Costs as herein provided until such failure has been cured, and Agent Bank shall be entitled to (iA) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Credit Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent Bank and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Credit Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (b) If a Lender (a “Defaulting Lender”) defaults in making any Advance or paying any other sum payable by it hereunderBorrower. The Commitment Fee, 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 acknowledges has been repaid in full (whether paid by such application or by cure by the Defaulting Lender)Borrower to Agent, whereupon such Lender shall no longer will be a Defaulting Lender. Any interest collected from Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers as to their desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate allocated among the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.follows: Huntington $60,000 LaSalle $52,500 KeyBank $37,500

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. (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 fullfunded its Pro Rata Share of a Loan (other than a Swingline Loan but including a Mandatory Borrowing) or draw on a Letter of Credit which was previously a Non Pro Rata Loan, or 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such application or by cure by Non Pro Rata Loan, all of the Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal, interest and fees in respect of all Non Pro Rata Loans in which the Defaulting LenderLender has not funded its Pro Rata Share (such principal, interest and fees being referred to as "Senior Loans"), whereupon such Lender shall no longer . All amounts paid by Borrower and otherwise due to be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender shall be paid applied 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers Obligations owing to the Defaulting Lender equal pursuant to the Lender Default Obligation terms hereof shall be subordinated distributed by Agent to the indebtedness of Borrowers to all other Lenders in accordance with their respective Pro Rata Shares (recalculated for purposes hereof to exclude the Defaulting Lender's Commitment), until all Senior Loans have been paid in full. This provision governs only the relationship among Agent, each Defaulting Lender, and the other Lenders; nothing hereunder shall be paid only after limit the indebtedness obligation of Borrowers Borrower to repay all other Lenders is paidLoans in accordance with the terms of this Agreement. The provisions of this Section section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding notwithstanding (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Requisite Lenders or all Lenders and while any Lender is a Lenders. No Facility Fee shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive any failure to fund Loans (other than Swingline Loans but including Loans made pursuant to Mandatory Borrowings) or draws on Letters of the Percentage Credit or reimburse Agent for any Liabilities and Costs as herein provided until such failure has been cured and, without limitation of the Defaulting Lender. The other provisions set forth in this Agreement, Agent shall be entitled to (i) collect interest from such Lender for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate for each day during such period, (ii) withhold or set off, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Agreement, and (iiiii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses), Costs plus interest thereon at the Default Rate, default rate set forth in the Loan Documents for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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 Borrowers. (b) If a Lender (a “Defaulting Lender”) defaults in making any Advance or paying any other sum payable by it hereunderBorrower, 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 Guarantor or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender Person. All payments or other sums received by Agent Bank for the amounts advanced 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 expended. 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. b. Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender has repaid the Lender Default Obligation in fullfunded its Pro Rata Share of Borrowing which was previously a Non Pro Rata Borrowing, or 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal due in respect of such application or by cure by the Defaulting Lender)Non Pro Rata Borrowing, whereupon all principal sums owing to such Lender shall no longer be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender hereunder shall be paid subordinated in right of payment 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 makes an advance a Defaulting Lender failed to fundprior payment in full of all principal, a portion in respect of the indebtedness of Borrowers to all Non Pro Rata Borrowing in which the Defaulting Lender equal has not funded its Pro Rata Share. This provision governs only the relationship among Agent Bank, each Defaulting Lender, and the other Lenders; nothing hereunder shall limit the obligation of Borrower to repay all Borrowings in accordance with the Lender Default Obligation shall be subordinated to the indebtedness terms of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paidthis Credit Agreement. The provisions of this Section section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding notwithstanding (i) any other provision of this Credit Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Requisite Lenders or all Lenders and while any Lender is a Lenders. No Nonusage Fee or L/C Fees shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Borrowings or reimburse Agent Bank for any Liabilities and Costs as herein provided until such failure has been cured, and Agent Bank shall be entitled to (iA) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Credit Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent Bank and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Credit Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (b) If a Lender (a “"Defaulting Lender”") defaults in making any Advance advance or paying any other sum payable by it hereunder, such sum together with interest thereon at the Default Interest 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 the 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 the Defaulting Lender has repaid the Lender Default Obligation in full, full (i) 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 Interest 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, and (ii) the Defaulting Lender's right to consent to or approve of matters which are subject to the consent or approval of Requisite Lenders or all Lenders shall be suspended, and for purposes of consent and approval the definition of "Requisite Lenders" and "all Lenders" shall be modified as if the Defaulting Lender were not a Lender. Any interest collected from Borrowers 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 's obligation to pay interest on the amount advanced at the Default Interest Rate. If no other Lender makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers as to their desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Lenders Requisite Lenders, or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting LenderLenders. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Agent and Lenders for the Defaulting Lender’s 's breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ ' fees and expenses), plus interest thereon at the Default Interest Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons entities may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN 1001 or W-8 ECI4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN 1001 or W-8 ECI 4224 further undertakes to deliver to the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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 Borrowers. (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 Borrower or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender Person. All payments or other sums received by Agent for the amounts advanced account of Lenders shall not constitute property or expended. 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. 11.4.2 Notwithstanding any provision hereof to the contrary: ( a) The Unused Facility Fee shall be apportioned among the Lenders in proportion to the actual daily unused portions of their respective Commitments (treating Swing Line Borrowings, for such purpose, as usage of Agent's Commitment above); and (b) until such time as a Defaulting Lender has repaid the Lender Default Obligation in fullfunded its Pro Rata Share of a Loan which was previously a Non Pro Rata Loan, or 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 other Lenders have received payment in full (whether by such application repayment or by cure by the Defaulting Lender), whereupon such Lender shall no longer be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(sprepayment) 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness principal and interest due in respect of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to such Non Pro Rata Loan, all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers as to their desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid Obligations owing to such Defaulting Lender under this Agreementhereunder shall be subordinated in right of payment, and (ii) bring an action or suit against such Defaulting Lender as provided in a court of competent jurisdiction to recover the Lender Default Obligation andfollowing sentence, to the extent such recovery would not fully compensate prior payment in full of all principal, interest and fees in respect of all Non Pro Rata Loans in which the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.Defaulting

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 Borrowers. (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 Borrowers or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender Person. All payments or other sums received by Agent Bank for the amounts advanced 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 expended. 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. b. Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender has repaid the Lender Default Obligation in fullfunded its Pro Rata Share of Borrowing which was previously a Non Pro Rata Borrowing, or 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal due in respect of such application or by cure by Non Pro Rata Borrowing, all principal sums owing to such Defaulting Lender hereunder shall be subordinated in right of payment to the prior payment in full of all principal, in respect of all Non Pro Rata Borrowing in which the Defaulting Lender)Lender has not funded its Pro Rata Share. This provision governs only the relationship among Agent Bank, whereupon such Lender shall no longer be a each Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender , and the other Lenders; nothing hereunder shall be paid to limit 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to repay all Borrowings in accordance with the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness terms of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paidthis Credit Agreement. The provisions of this Section section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding notwithstanding (i) any other provision of this Credit Agreement to the contrary or contrary, (ii) any instruction of Borrowers as to their desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Requisite Lenders or all Lenders and while any Lender is a Lenders. No Nonusage Fee shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Borrowings or reimburse Agent Bank for any Liabilities and Costs as herein provided until such failure has been cured, and Agent Bank shall be entitled to (iA) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Credit Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent Bank and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Credit Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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 Borrowers. (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 Borrowers or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender Person. All payments or other sums received by Agent Bank for the amounts advanced 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 expended. 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. b. Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender has repaid the Lender Default Obligation in fullfunded its Pro Rata Share of Borrowing which was previously a Non Pro Rata Borrowing, or 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal due in respect of such application or by cure by Non Pro Rata Borrowing, all principal sums owing to such Defaulting Lender hereunder shall be subordinated in right of payment to the prior payment in full of all principal in respect of all Non Pro Rata Borrowing in which the Defaulting Lender)Lender has not funded its Pro Rata Share. This provision governs only the relationship among Agent Bank, whereupon such Lender shall no longer be a each Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender , and the other Lenders; nothing hereunder shall be paid to limit 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to repay all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding Borrowings in accordance with the (i) any other provision of this Credit Agreement to the contrary or contrary, (ii) any instruction of Borrowers as to their desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Requisite Lenders or all Lenders and while any Lender is a Lenders. No Nonusage Fee shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Borrowings or reimburse Agent Bank for any Liabilities and Costs as herein provided until such failure has been cured, and Agent Bank shall be entitled to (iA) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Credit Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent Bank and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Credit Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (b) If a Lender (a “Defaulting Lender”) defaults in making any Advance or paying any other sum payable by it hereunderBorrower, 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 Guarantor or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender Person. All payments or other sums received by Agent Bank for the amounts advanced 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 expendedassets 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. 9.4.2. Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender has repaid the Lender Default Obligation in fullfunded its Pro Rata Share of Borrowing which was previously a Non Pro Rata Borrowing, or 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal due in respect of such application or by cure by the Defaulting Lender)Non Pro Rata Borrowing, whereupon all principal sums owing to such Lender shall no longer be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender hereunder shall be paid subordinated in right of payment 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 makes an advance a Defaulting Lender failed to fundprior payment in full of all principal, a portion in respect of the indebtedness of Borrowers to all Non Pro Rata Borrowing in which the Defaulting Lender equal has not funded its Pro Rata Share. This provision governs only the relationship among Agent Bank, each Defaulting Lender, and the other Lenders; nothing hereunder shall limit the obligation of Borrower to repay all Borrowings in accordance with the Lender Default Obligation shall be subordinated to the indebtedness terms of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paidthis Credit Agreement. The provisions of this Section section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Credit Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Requisite Lenders or all Lenders and while any Lender is a Lenders. No Commitment Fee or L/C Fees shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Borrowings or reimburse Agent Bank for any Liabilities and Costs as herein provided until such failure has been cured, and Agent Bank shall be entitled to (iA) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Credit Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent Bank and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Credit Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (b) 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 Lender. Any interest collected from Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers as to their desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.Defaulting

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 Borrowers. (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 Borrower 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 Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers as to their desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this AgreementPerson. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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 Borrowers. (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 Borrowers or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender Person. All payments or other sums received by Agent Bank for the amounts advanced 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 expended. 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. b. Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender has repaid the Lender Default Obligation in fullfunded its Pro Rata Share of Borrowing which was previously a Non Pro Rata Borrowing, or 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 other Lenders have received payment in full (whether by such application repayment or by cure by the Defaulting Lender), whereupon such Lender shall no longer be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(sprepayment) 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness principal due in respect of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding such Non Pro 84 (i) any other provision of this Credit Agreement to the contrary or contrary, (ii) any instruction of Borrowers as to their desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Requisite Lenders or all Lenders and while any Lender is a Lenders. No Nonusage Fee shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Borrowings or reimburse Agent Bank for any Liabilities and Costs as herein provided until such failure has been cured, and Agent Bank shall be entitled to (iA) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Credit Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent Bank and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Credit Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (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 fullfunded its Pro Rata Share of any Advance which was previously a Non-Pro Rata Advance, or 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such application or by cure by Non-Pro Rata Advance, all of the Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal, interest and fees in respect of all Non-Pro Rata Advances in which the Defaulting LenderLender has not funded its Pro Rata Share (such principal, interest and fees being referred to as "Senior Loans"), whereupon such Lender shall no longer . All amounts paid by Borrower and otherwise due to be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender shall be paid applied 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers Obligations owing to the Defaulting Lender equal pursuant to the Lender Default Obligation terms hereof shall be subordinated distributed by Agent to the indebtedness of Borrowers to all other Lenders in accordance with their respective Pro Rata Shares (recalculated for purposes hereof to exclude the Defaulting Lender's Pro Rata Share of the Commitment), until all Senior Loans have been paid in full. This provision governs only the relationship among Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall be paid only after limit the indebtedness obligation of Borrowers Borrower to repay all other Lenders is paidAdvances in accordance with the terms of this Agreement, nor create an Event of Default if payments are not made to a Defaulting Lender. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding notwithstanding (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Requisite Lenders or all Lenders and while any Lender is a Lenders. No Unused Facility Fee shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Advances or reimburse Agent for any Liabilities and Costs as herein provided until such failure has been cured, and Agent shall be entitled to (iA) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at a default rate of interest which is five percent (5%) per annum in excess of the Default Base Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (b) If a Lender (a “Defaulting Lender”"DEFAULTING LENDER") defaults in making any Advance advance or paying any other sum payable by it hereunder, such sum together with interest thereon at the Default Interest 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”"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 Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding no (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Lenders Requisite Lenders, or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting LenderLenders. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s 's breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ ' fees and expenses), plus interest thereon at the Default Interest Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons entities may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN 1001 or W-8 ECI4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN 1001 or W-8 ECI 4224 further undertakes to deliver to the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (b) If a Lender (a “Defaulting Lender”) defaults in making the opinion of the Administrative Agent the distribution of any Advance or paying any other sum payable amount received by it in such capacity 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 Notes or under any of this Agreement is entitled the other Loan Documents might involve it in liability, it may refrain from making such distribution until its right to reimbursement from the Defaulting Lender for the amounts advanced or expended. Notwithstanding any provision hereof to the contrary, until make such time as distribution shall have been adjudicated by 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 Borrowers on account court 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 Ratecompetent jurisdiction. If no other Lender makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers as to their desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction shall adjudge that any amount received and distributed by the Administrative Agent is to recover the Lender Default Obligation andbe repaid, each Person to whom any such distribution shall have been made shall either repay to the extent Administrative Agent its proportionate share of the amount so adjudged to be repaid or shall pay over the same in such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, manner and to collect damagessuch Persons as shall be determined by such court. In additionthe event that the Administrative Agent shall refrain from making any distribution of any amount received by it as provided in this Section 11.4(b), the Defaulting Lender Administrative Agent shall indemnifyendeavor to hold such amounts in an interest bearing account and at such time as such amounts may be distributed to the Lenders, defend and hold the Administrative Agent and shall distribute to each Lender, based on their respective Pro Rata Shares, its pro rata share of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that other earnings from such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxdeposited amount.

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. (b) 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 Lender. Any interest collected from Borrowers Borrower on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender shall be paid to the Lender(sLender (s) who made such advance and shall be credited against the Defaulting Lender’s 's obligation to pay interest on the amount advanced at the Default Rate. If no other Lender makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers Borrower to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding be (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s 's breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ ' fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) b. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN 1001 or W-8 ECI4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN 1001 or W-8 ECI 4224 further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Distribution and Apportionment of Payments. (aA) Subject to Section 20.5(b10.5(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 Lenders, provided such funds are received by Agent not later than 11:00 A.M. (Cleveland New York time) on the date of receipt. As used herein, “Federal Funds Effective Rate” means, for any day, the rate per annum (rounded upward to the nearest one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of New York on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate.” 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 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 LendersLenders (as defined in Section 10.5(B) below), 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. (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 Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers as to their desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (ba) If a Lender any (but less than all) of the Lenders default (each such Lender, a “Defaulting Lender” and each such default, a “Lender Default Event”) defaults in making any funding its percentage of an Additional Advance or paying any other sum payable by it hereunder, such sum together with interest thereon at under this Article X on or before the Default Rate from the date such amount was due until repaid time required herein (such sum and interest thereon as aforesaid is referred to, collectively, to as the “Lender Default ObligationAmount”), then, in addition to the rights and remedies that may be available to the other Lenders (“Non-Defaulting Lenders”) shall be payable by the Defaulting Lender and Borrower at law and in equity: (i) to any Lender(s) which electAdministrative Agent, 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 all or any portion of the amounts advanced Lender Default Amount, may collect from the Defaulting Lender the Lender Default Amount plus interest thereon at the Default Rate for the period commencing on the date of the Lender Default Event and continuing through and including the date on which the Defaulting Lender repays the Lender Default Amount and interest thereon at the Default Rate and all accrued and unpaid interest thereon in full (the “Lender Default Period”); (ii) Administrative Agent shall provide a notice to Borrower and each Non-Defaulting Lender of each Lender Default Event, which notice shall indicate the amount of the specific Lender Default Amount. From the date of the Lender Default Event until a Defaulting Lender ceases to be a Defaulting Lender, the Defaulting Lender’s right to participate in the administration of the Loan and the Loan Documents, including any rights to vote upon, approve of, consent to or expended. Notwithstanding direct any provision hereof action of Administrative Agent or the Lenders shall be suspended and such rights shall not be reinstated unless and until such Lender ceases to be a Defaulting Lender (and all decisions which are subject to receiving a vote of the contraryrequired percentage of the Lenders, until shall be approved if voted in favor of by the required percentage of the Non-Defaulting Lenders); provided, however, that if Administrative Agent is a Defaulting Lender, Administrative Agent shall continue to serve as Administrative Agent, unless Required Lenders vote to remove and replace Administrative Agent, which removal shall become effective only at such time as Borrower has received (A) written notice thereof, and (B) an executed, recordable instrument pursuant to which the replacement agent assumes the obligations of Administrative Agent under the Loan Documents. A Defaulting Lender shall cease to be a Defaulting Lender has repaid only if the Defaulting Lender pays, in full, the Lender Default Obligation in full, all amounts which would otherwise be distributed to Amount plus interest thereon at the Defaulting Lender shall instead be applied first to repay Default Rate for the Lender Default Obligation Period within ten (10) days of the notice specified in the first sentence of this Section 10.5(b)(ii). The parties acknowledge that more than one Lender Default Period may be in effect at any time with respect to any Lender and also with respect to more than one Lender at any one time; (iii) it shall be applied first a condition precedent to each Non-Defaulting Lender’s obligation to fund its Additional Advance that either one or more Non-Defaulting Lenders or a Replacement Lender fund the Lender Default Amount, and accordingly no Lender shall be deemed a Defaulting Lender on the basis of having refused to fund its Additional Advance if such condition precedent is not satisfied. Any or all of the Non-Defaulting Lenders shall be entitled (but shall not be obligated) to fund the Lender Default Amount, and subject to Section 10.5(b)(vi) hereof, collect interest at the Default Rate from amounts otherwise payable to the Defaulting Lender for the Lender Default Period. If more than one Non-Defaulting Lender elects to fund the Lender Default Amount, the Lender Default Amount shall be apportioned among the electing Non-Defaulting Lenders in the proportion that the amount of the Commitment of each such electing Non-Defaulting Lender bears to the total Commitments of all electing Non-Defaulting Lenders. The actual funding by either one or more Non-Defaulting Lenders or a Replacement Lender of the Lender Default Amount shall not terminate the Lender Default Period with respect to the Defaulting Lender nor relieve the Defaulting Lender of its obligation to pay interest at the Default Rate or other amounts as otherwise provided herein; (iv) Administrative Agent shall not transfer to a Defaulting Lender any payments made by or on behalf of Borrower to Administrative Agent for the Defaulting Lender’s benefit; nor shall a Defaulting Lender be entitled to share in any payments hereunder or under any Notes until all Lender Default Amounts, plus interest thereon at the Default Rate for the Lender Default Period, have been paid in full. In the event the Lender Default Amount is funded by one or more Non-Defaulting Lenders pursuant to Section 10.5(b)(iii) hereof, the Defaulting Lender’s entire interest in the Loan (including, without limitation, the amount of the prior advances made by such Defaulting Lender prior to the Lender Default Event, the Loan Documents and proceeds thereof (the “Defaulting Lender’s Loan Interest”) shall be subordinated to any Lender Default Amount funded by any Non-Defaulting Lenders pursuant to Section 10.5(b)(iii) hereof, plus interest which may be due in accordance with Section 10.5(b)(iii) hereof at the Default Rate (to be applied pari passu among the Non-Defaulting Lenders funding the Lender Default Amount), without necessity for executing any further documents; (v) to achieve such subordination, Administrative Agent shall pay from any payments made by or on behalf of Borrower to Administrative Agent for the Defaulting Lender’s benefit which would otherwise be payable to the Defaulting Lender first to those Non-Defaulting Lenders that have elected to fund the Lender Default Amount, interest on the principal amount of the Lender Default Amount at the Default Rate, then to principal) those Non-Defaulting Lenders that have elected to fund the Lender Default Amount, the principal of the Lender Default Amount until paid in full, such payments to be paid pari passu to the Non-Defaulting Lenders until the Lender Default Obligation Amount and all interest thereon at the Default Rate has been repaid in full repaid; (whether by such application or by cure by the Defaulting Lender)vi) if, whereupon such Lender shall no longer be twenty (20) days after a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced ’s default, there remains any unfunded Lender Default Amount which has not been funded by any Lender(s) on behalf of a the Non-Defaulting Lenders or the Defaulting Lender shall be paid to (the Lender(s) who made such advance and shall be credited against “Unfunded Defaulted Amount”), then a portion of the Defaulting Lender’s obligation interest in the Loan and the Loan Documents and the proceeds thereof equal to pay interest on the amount advanced of the Unfunded Defaulted Amount (together with interest thereon at the Default Rate. If no other Lender makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal rate applicable to the Lender Default Obligation Amount from time to time pursuant to the Loan Documents) shall be subordinated to the interests of the Non-Defaulting Lenders in all of the indebtedness evidenced and secured by the Loan Documents unless and until such Unfunded Defaulted Amount is funded by the Defaulting Lender; (vii) if a Lender remains a Defaulting Lender for twenty (20) days, and no other Lender or Lenders have funded all amounts not theretofore funded by the Defaulting Lender, then Administrative Agent and Borrower shall each have the right to designate a replacement institutional lender (“Replacement Lender”) satisfactory to Administrative Agent, which Replacement Lender shall agree to fund all amounts not theretofore funded by the Defaulting Lender and agrees to assume all obligations thereafter to be performed by the Defaulting Lender and upon approval by Administrative Agent such Replacement Lender shall be an Eligible Assignee and the Defaulting Lender shall promptly enter into an Assignment and Assumption Agreement with such Replacement Lender as contemplated by Section 9.7 of Borrowers to all other Lenders this Agreement. For the purposes of clarification, the existence of a Replacement Lender shall not be (and shall not be paid only after deemed to be) a cure by a Defaulting Lender of the indebtedness Lender Default Event and the existence of Borrowers a Replacement Lender shall not release the Defaulting Lender from any of the obligations of such Defaulting Lender set forth herein, to all other Lenders is paid. The the extent such Replacement Lender does not fully and completely satisfy such obligations; (viii) the provisions of this Section 10.5 shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The ; and (ix) Administrative Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation Amount, plus interest thereon at the Default Rate and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Administrative Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Administrative Agent or any other Lender on account of the Defaulting Lender or any other damages such persons entities may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this Agreement. (cb) Each Lender severally represents and warrants as of the date such Lender becomes a Lender here under that it is entitled to receive payments hereunder and under the other Loan Documents without the withholding of any tax. At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that that, as of such date, such Lender is not incorporated under the laws of the United States of America, or a state thereof, Lender agrees that it will deliver to the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN 1001 or W-8 ECI4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note its Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN 1001 or W-8 ECI 4224 further undertakes to deliver the Administrative Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Administrative Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note its Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. Upon Borrower’s written request, each applicable Lender shall deliver to Borrower copies of the documents referenced above regarding tax withholding.

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 (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. (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. 11.4.2 Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender has repaid the Lender Default Obligation in fullfunded its Pro Rata Share of a Loan which was previously a Non Pro Rata Loan, or 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such application or by cure by Non Pro Rata Loan, all of the Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal, interest and fees in respect of all Non Pro Rata Loans in which the Defaulting Lender), whereupon such Lender shall no longer be a Defaulting Lender. Any interest collected from Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Requisite Lenders or all Lenders and while any Lender is a Lenders. No Unused Facility Fee shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Loans or reimburse Agent for any Liabilities and Costs as herein provided until such failure has been cured, and Agent shall be entitled to (i1) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Agreement, and (ii2) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (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 fullfunded its Pro Rata Share of any Advance which was previously a Non-Pro Rata Advance, or 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such application or by cure by Non-Pro Rata Advance, all of the Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal, interest and fees in respect of all Non-Pro Rata Advances in which the Defaulting LenderLender has not funded its Pro Rata Share (such principal, interest and fees being referred to as "Senior Loans"), whereupon such Lender shall no longer . All amounts paid by Borrower and otherwise due to be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender shall be paid applied 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers Obligations owing to the Defaulting Lender equal pursuant to the Lender Default Obligation terms hereof shall be subordinated distributed by Agent to the indebtedness of Borrowers to all other Lenders in accordance with their respective Pro Rata Shares (recalculated for purposes hereof to exclude the Defaulting Lender's Pro Rata Share of the Commitment), until all Senior Loans have been paid in full. This provision governs only the relationship among Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall be paid only after limit the indebtedness obligation of Borrowers Borrower to repay all other Lenders is paidAdvances in accordance with the terms of this Agreement, nor create an Event of Default if payments are not made to a Defaulting Lender. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding notwithstanding (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Requisite Lenders or all Lenders and while any Lender is a Lenders. No Unused Facility Fee shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Advances or reimburse Agent for any Liabilities and Costs as herein provided until such failure has been cured, and Agent shall be entitled to (iA) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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, 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. (b) If a Lender (a “Defaulting Lender”) defaults in making any Advance or paying any other sum payable Borrower. The Commitment Fee, which Agent acknowledges has been paid 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) Borrower 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 will 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 Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers as to their desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate allocated among the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.follows: Huntington $45,000 LaSalle $30,375 KeyBank $37,125

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 Borrowers. (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 Borrower 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 Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers as to their desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this AgreementPerson. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (b) If a Lender (a “"Defaulting Lender”") defaults in making any Advance advance or paying any other sum payable by it hereunder, such sum together with interest thereon at the Default Interest 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 the 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 the Defaulting Lender has repaid the Lender Default Obligation in full, full (i) 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 Interest 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, and (ii) the Defaulting Lender's right to consent to or approve of matters which are subject to the consent or approval of Requisite Lenders or all Lenders shall be suspended, and for purposes of consent and approval the definition of "Requisite Lenders" and "all Lenders" shall be modified as if the Defaulting Lender were not a Lender. Any interest collected from Borrowers 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 's obligation to pay interest on the amount advanced at the Default Interest Rate. If no other Lender makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding notwithstanding (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Lenders Requisite Lenders, or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting LenderLenders. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s 's breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ ' fees and expenses), plus interest thereon at the Default Interest Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons entities may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN 1001 or W-8 ECI4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN 1001 or W-8 ECI 4224 further undertakes to deliver to the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (bii) If a Lender (a “Defaulting Lender”"DEFAULTING LENDER") defaults in making any Advance advance or paying any other sum payable by it hereunder, such sum together with interest thereon at the Default Interest 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”"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 the 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 the Defaulting Lender has repaid the Lender Default Obligation in full, full (i) 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 Interest 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, and (ii) the Defaulting Lender's right to consent to or approve of matters which are subject to the consent or approval of Requisite Lenders or all Lenders shall be suspended, and for purposes of consent and approval the definition of "REQUISITE LENDERS" and "ALL LENDERS" shall be modified as if the Defaulting Lender were not a Lender. Any interest collected from Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding the (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers as to their desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Lenders Requisite Lenders, or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting LenderLenders. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Agent and Lenders for the Defaulting Lender’s 's breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ ' fees and expenses), plus interest thereon at the Default Interest Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons entities may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (ciii) At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN 1001 or W-8 ECI4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN 1001 or W-8 ECI 4224 further undertakes to deliver to the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (b) ii. If a Lender Bank (a “"Defaulting Lender”Bank") 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 "Bank Default Obligation”") shall be payable by the Defaulting Lender Bank (i) to any Lender(sBank(s) which elect, at their sole option (and with no obligation to do so), to fund the amount which the Defaulting Lender Bank failed to fund or (ii) to Agent or any other Lender Bank which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender Bank for the amounts advanced or expended. Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender Bank has repaid the Lender Bank Default Obligation in full, all amounts which would otherwise be distributed to the Defaulting Lender Bank shall instead be applied first to repay the Lender Bank Default Obligation (to be applied first to interest at the Default Rate and then to principal) until the Lender Bank Default Obligation has been repaid in full (whether by such application or by cure by the Defaulting LenderBank), whereupon such Lender Bank shall no longer be a Defaulting LenderBank. Any interest collected from Borrowers Borrower on account of principal advanced by any Lender(sBank(s) on behalf of a Defaulting Lender Bank shall be paid to the Lender(sBank(s) who made such advance and shall be credited against the Defaulting Lender’s Bank's obligation to pay interest on the amount advanced at the Default Rate. If no other Lender Bank makes an advance a Defaulting Lender Bank failed to fund, a portion of the indebtedness of Borrowers Borrower to the Defaulting Lender Bank equal to the Lender Bank Default Obligation shall be subordinated to the indebtedness of Borrowers Borrower to all other Lenders Banks and shall be paid only after the indebtedness of Borrowers Borrower to all other Lenders Banks is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No Defaulting Lender Bank shall have the right to vote on matters which are subject to the consent or approval of Required Lenders Banks or all Lenders Banks and while any Lender Bank is a Defaulting Lender Bank the requisite percentage of Lenders Banks which constitutes the Required Lenders Banks shall be calculated exclusive of the Percentage of the Defaulting LenderBank. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Bank Default Obligation any amounts to be paid to such Defaulting Lender Bank under this Agreement, and (ii) bring an action or suit against such Defaulting Lender Bank in a court of competent jurisdiction to recover the Lender Bank Default Obligation and, to the extent such recovery would not fully compensate the Lenders Banks for the Defaulting Lender’s Bank's breach of this Agreement, to collect damages. In addition, the Defaulting Lender Bank shall indemnify, defend and hold Agent and each of the other Lenders Banks harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ ' fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender Bank on account of the Defaulting Lender Bank or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s Bank's failure or refusal to abide by its obligations under this Agreement. (c) iii. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderBank, each Lender Bank that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN 1001 or W-8 ECI4224, certifying in either case that such Lender Bank is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender Bank which so delivers a Form W-8 BEN 1001 or W-8 ECI 4224 further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender Bank is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (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 fullfunded its Pro Rata Loan which was previously a Non Pro Rata Loan, or 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such application or by cure by Non Pro Rata Loan, all of the Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal, interest and fees in respect of all Non Pro Rata Loans in which the Defaulting LenderLender has not funded its Pro Rata Share (such principal, interest and fees being referred to as "Senior Loans"), whereupon such Lender shall no longer . All amounts paid by Borrower and otherwise due to be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender shall be paid applied 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers Obligations owing to the Defaulting Lender equal pursuant to the Lender Default Obligation terms hereof shall be subordinated distributed by Agent to the indebtedness of Borrowers to all other Lenders in accordance with their respective Pro Rata Shares (recalculated for purposes hereof to exclude the Defaulting Lender's Commitment), until all Senior Loans have been paid in full. This provision governs only the relationship among Agent, each Defaulting Lender, and the other Lenders; nothing hereunder shall be paid only after limit the indebtedness obligation of Borrowers Borrower to repay all other Lenders is paidLoans in accordance with the terms of this Agreement. The provisions of this Section section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding be (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Requisite Lenders or all Lenders and while any Lender is a Lenders. No Unused Facility Fee shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Loans or reimburse Agent for any Liabilities and Costs as herein provided until such failure has been cured, and Agent shall be entitled to (iA) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (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 fullfunded its Pro Rata Share of any Advance which was previously a Non-Pro Rata Advance, or 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such application or by cure by Non-Pro Rata Advance, all of the Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal, interest and fees in respect of all Non-Pro Rata Advances in which the Defaulting LenderLender has not funded its Pro Rata Share (such principal, interest and fees being referred to as "Senior Loans"), whereupon such Lender shall no longer . All amounts paid by Borrower and otherwise due to be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender shall be paid applied 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers Obligations owing to the Defaulting Lender equal pursuant to the Lender Default Obligation terms hereof shall be subordinated distributed by Agent to the indebtedness of Borrowers to all other Lenders and shall be paid only after in accordance with their respective Pro Rata Shares (recalculated for purposes hereof to exclude the indebtedness of Borrowers to Defaulting Lender's Commitment), until all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding Senior Loans (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Requisite Lenders or all Lenders and while any Lender is a Lenders. No Unused Facility Fee shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Advances or reimburse Agent for any Liabilities and Costs as herein provided until such failure has been cured, and Agent shall be entitled to (iA) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (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 funded its Pro Rata Share of any Advance which was previously a Non-Pro Rata Advance, or all 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such application or by cure by Non-Pro Rata Advance, all of the Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal, interest and fees in respect of all Non-Pro Rata Advances in which the Defaulting LenderLender has not funded its Pro Rata Share (such principal, interest and fees being referred to as "Senior Loans"), whereupon such Lender shall no longer . All amounts paid by Borrower and otherwise due to be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender shall be paid applied 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers Obligations owing to the Defaulting Lender equal pursuant to the Lender Default Obligation terms hereof shall be subordinated distributed by Administrative Agent to the indebtedness of Borrowers to all other Lenders in accordance with their respective Pro Rata Shares (recalculated for purposes hereof to exclude the Defaulting Lender's Pro Rata Share of the Commitment), until all Senior Loans have been paid in full. This provision governs only the relationship among Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall be paid only after limit the indebtedness obligation of Borrowers Borrower to repay all other Lenders is paidAdvances in accordance with the terms of this Agreement, nor create an Event of Default if payments are not made to a Defaulting Lender. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding notwithstanding (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required the Requisite Lenders or all Lenders and while any Lender is a the Lenders. No Unused Facility Fee shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Advances or reimburse Administrative Agent for any Liabilities and Costs as herein provided until such failure has been cured, and Administrative Agent shall be entitled to (iA) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Administrative Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (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 fullfunded its Pro Rata Loan which was previously a Non Pro Rata Loan, or 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such application or by cure by Non Pro Rata Loan, all of the Defaulting Lender), whereupon Obligations owing to such Lender shall no longer be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender hereunder shall be paid subordinated in right of payment, as provided in the following sentence, to the Lender(s) who made such advance prior payment in full of all -------- principal, interest 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 makes an advance a Defaulting Lender failed to fund, a portion fees in respect of the indebtedness of Borrowers to all Non Pro Rata Loans in which the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding has not (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Requisite Lenders or all Lenders and while Lenders. No Facility Fee or any Lender is a other fee shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes any failure to fund Loans or reimburse the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Administrative Agent for any Liabilities and Costs as herein provided until such failure has been cured, and Administrative Agent shall be -------- entitled to (iA) withhold or set set-off, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold the Administrative Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (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 Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers Borrower to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers Borrower to all other Lenders and shall be paid only after the indebtedness of Borrowers Borrower to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (iA) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 W8 BEN or W-8 W8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 W8 BEN or W-8 W8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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 Borrowers. (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 Borrower or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender for the amounts advanced Person. All payments 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 Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers as to their desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced sums received by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any LenderLenders shall not constitute property or assets of Agent and shall be held by Agent, each Lender that is not incorporated under solely in its capacity as agent for itself and the laws of the United States of Americaother Lenders, or a state thereof, agrees that it will deliver subject to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxLoan 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 Borrowers. (b) If a Lender (a “Defaulting Lender”) defaults in making any Advance or paying any other sum payable by it hereunderBorrower, 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 Guarantors or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender Person. All payments or other sums received by Agent Bank for the amounts advanced 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 expended. 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. b. Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender has repaid the Lender Default Obligation in fullfunded its Pro Rata Share of Borrowing which was previously a Non Pro Rata Borrowing, or 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal due in respect of such application or by cure by the Defaulting Lender)Non Pro Rata Borrowing, whereupon all principal sums owing to such Lender shall no longer be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender hereunder shall be paid subordinated in right of payment 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 makes an advance a Defaulting Lender failed to fundprior payment in full of all principal, a portion in respect of the indebtedness of Borrowers to all Non Pro Rata Borrowing in which the Defaulting Lender equal has not funded its Pro Rata Share. This provision governs only the relationship among Agent Bank, each Defaulting Lender, and the other Lenders; nothing hereunder shall limit the obligation of Borrower to repay all Borrowings in accordance with the Lender Default Obligation shall be subordinated to the indebtedness terms of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paidthis Credit Agreement. The provisions of this Section section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding notwithstanding (i) any other provision of this Credit Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Requisite Lenders or all Lenders and while any Lender is a Lenders. No Nonusage Fee shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Borrowings or reimburse Agent Bank for any Liabilities and Costs as herein provided until such failure has been cured, and Agent Bank shall be entitled to (iA) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Credit Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent Bank and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Credit Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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 BorrowersBorrower. (b) 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 Borrowers Borrower on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender shall be paid to the Lender(sLender (s) who made such advance and shall be credited against the Defaulting Lender’s 's obligation to pay interest on the amount advanced at the Default Rate. If no other Lender makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding Lender (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s 's breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ ' fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) c. At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN 1001 or W-8 ECI4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN 1001 or W-8 ECI 4224 further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

Distribution and Apportionment of Payments. (a) 132 - 133 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 Commitment Fees and L/C 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 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. (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 Borrowers or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender Person. All payments or other sums received by Agent Bank for the amounts advanced 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 expended. 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. b. Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender has repaid the Lender Default Obligation in full, all amounts funded its Pro Rata Share of Borrowing 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 was previously a Defaulting Lender. Any interest collected from Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding - 133 - 134 (i) any other provision of this Credit Agreement to the contrary or contrary, (ii) any instruction of Borrowers as to their desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Requisite Lenders or all Lenders and while any Lender is a Lenders. No Commitment Fees or L/C Fees shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Borrowings or reimburse Agent Bank for any Liabilities and Costs as herein provided until such failure has been cured, and Agent Bank shall be entitled to (iA) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Credit Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent Bank and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Credit Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each c. Each Lender that is not incorporated under the laws of the a foreign Person (i.e., a Person other than a United States of America, or a state thereof, agrees that it will Person for Federal income tax purposes) shall deliver to Agent Bank, no later than the Agent two duly completed copies of United States Closing Date (or if such Lender becomes a party to this Credit Agreement after the Closing Date, the date upon which such Lender becomes a party hereto), a complete and correct signed original Internal Revenue Service ("IRS") Form W-8 BEN 4224 (or W-8 ECI, certifying in either case any successor thereto) or IRS Form 1001 (or any - 134 - 135 successor thereto) indicating that such Lender is on the date of delivery thereof entitled to receive all payments under this Credit Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender free from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal Federal income taxtax and shall deliver updated or corrected Forms 4224 or 1001 to Agent Bank to the extent and in the manner required under the United States tax law.

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. (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 Borrowers on account of principal advanced by any Lender(s) on behalf funded its Pro Rata Share of a Defaulting Lender shall be paid to the Lender(sLoan (other than a Swingline Loan but including a Mandatory Borrowing) who made such advance and shall be credited against the Defaulting Lender’s obligation to pay interest or draw on the amount advanced at the Default Rate. If no other Lender makes an advance a Defaulting Lender failed to fund, Letter of Credit which was previously a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding Non Pro (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Lenders Requisite Lenders, Super majority Lenders, or all Lenders and while any Lender is a Lenders. No Unused Facility Fee shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive any failure to fund Loans (other than Swingline Loans but including Loans made pursuant to Mandatory Borrowings) or draws on Letters of the Percentage Credit or reimburse Agent for any Liabilities and Costs as herein provided until such failure has been cured and, without limitation of the Defaulting Lender. The other provisions set forth in this Agreement, Agent shall be entitled to (i) collect interest from such Lender for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate for each day during such period, (ii) withhold or set off, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Agreement, and (iiiii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses), Costs plus interest thereon at the Default Rate, default rate set forth in the Loan Documents for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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 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. (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 fullfunded its Pro Rata Share of Borrowing which was previously a Non Pro Rata Borrowing, or 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal due in respect of such application or by cure by the Defaulting Lender)Non Pro Rata Borrowing, whereupon all principal sums owing to such Lender shall no longer be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender hereunder shall be paid subordinated in right of payment 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 makes an advance a Defaulting Lender failed to fundprior payment in full of all principal, a portion in respect of the indebtedness of Borrowers to all Non Pro Rata Borrowing in which the Defaulting Lender equal has not funded its Pro Rata Share. This provision governs only the relationship among Agent Bank, each Defaulting Lender, and the other Lenders; nothing hereunder shall limit the obligation of Borrower to repay all Borrowings in accordance with the Lender Default Obligation shall be subordinated to the indebtedness terms of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paidthis Credit Agreement. The provisions of this Section section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Credit Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender’s right to vote on matters which are subject to the consent or approval of Required Requisite Lenders or all Lenders and while any Lender is a Lenders. No Commitment Fee or L/C Fees shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Borrowings or reimburse Agent Bank for any Liabilities and Costs as herein provided until such failure has been cured, and Agent Bank shall be entitled to (iA) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Credit Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent Bank and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this Credit Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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 Borrowers. (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 Borrower or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender Person. All payments or other sums received by Agent Bank for the amounts advanced 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 expended. 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. b. Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender has repaid the Lender Default Obligation in fullfunded its Pro Rata Share of a Borrowing or Construction Disbursement which was previously a Non Pro Rata Borrowing, or 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal due in respect of such application Non Pro Rata Borrowing or by cure by the Defaulting Lender)Construction Disbursement, whereupon all principal sums owing to such Lender shall no longer be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender hereunder shall be paid subordinated in right of payment 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 makes an advance a Defaulting Lender failed to fundprior payment in full of all principal, a portion in respect of the indebtedness of Borrowers to all Non Pro Rata Borrowing or Construction Disbursement in which the Defaulting Lender equal has not funded its Pro Rata Share. This provision governs only the relationship among Agent Bank, each Defaulting Lender, and the other Lenders; nothing hereunder shall limit the obligation of Borrower to repay all Borrowings and Construction Disbursements in accordance with the Lender Default Obligation shall be subordinated to the indebtedness terms of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paidthis Credit Agreement. The provisions of this Section section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Credit Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required the Requisite Lenders or all Lenders and while any Lender is a Lenders. No Nonusage Fees shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Borrowings or Construction Disbursements or reimburse Agent Bank for any Liabilities and Costs as herein provided until such failure has been cured, and Agent Bank shall be entitled to (iA) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Credit Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent Bank and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Credit Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (b) If a Lender (a “Defaulting Lender”"DEFAULTING LENDER") defaults in making any Advance advance or paying any other sum payable by it hereunder, such sum together with interest thereon at the Default Interest 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”"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 the 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 the 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 Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers as to their desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Lenders Requisite Lenders, or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting LenderLenders. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s 's breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ ' fees and expenses), plus interest thereon at the Default Interest Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons entities may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN 1001 or W-8 ECI4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN 1001 or W-8 ECI 4224 further undertakes to deliver to the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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 Borrowers. (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 Borrower 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 Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers as to their desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this AgreementPerson. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (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 fullfunded its Pro Rata Share which was previously a Non Pro Rata Loan, or 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such application or by cure by Non Pro Rata Loan, all of the Defaulting Lender), whereupon Obligations owing to such Lender shall no longer be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender hereunder shall be paid subordinated in right of payment, as provided in the following sentence, to the Lender(s) who made such advance prior payment in full of all principal, interest 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 makes an advance a Defaulting Lender failed to fund, a portion fees in respect of the indebtedness of Borrowers to all Non Pro Rata Loans in which the Defaulting Lender equal has not funded its Pro Rata Share (such principal, interest and fees being referred to the Lender Default Obligation shall be subordinated as "Senior Loans"). All amounts paid by Borrower and otherwise due to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding be (i1) any other provision of this Agreement to the contrary or contrary; (ii2) any instruction of Borrowers Borrower as to their its desired application of payments. No ; or (3) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Requisite Lenders or all Lenders and while Lenders. No Unused Facility Fee or any Lender is a other fee shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Loans or reimburse Agent for any Liabilities and Costs as herein provided until such failure has been cured, and Agent shall be entitled to (iA) collect interest from such Defaulting Lender for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Rate for each day during such period; (B) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Agreement, ; and (iiC) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon thereon, at a rate which is 4% per annum above the Default Base Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (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 Borrowers 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding or (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s 's breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ ' fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN 1001 or W-8 ECI4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN 1001 or W-8 ECI 4224 further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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 Borrowers. (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 Borrower or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender Person. All payments or other sums received by Administrative Agent for the amounts advanced account of Lenders or expended. 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. 11.4.2 Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender has repaid (or, in the Lender Default Obligation in full, all amounts which would otherwise be distributed to the case of a Defaulting Lender shall instead be applied first to repay the Lender Default Obligation that is a Designated Bid Lender, its Designating Lender) has funded (to be applied first to interest at the Default Rate i) its Pro Rata Share of a Committed Loan or its Bid Loan (in either such case, that was, until such payment, a Non Pro Rata Loan) or all other Lenders and then to principal) until the Lender Default Obligation has been repaid Designated Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such application or by cure by the Non Pro Rata Loan, such Defaulting Lender), whereupon such Lender shall no longer be a Defaulting Lender. Any interest collected from Borrowers on account 's right to receive principal in respect 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding -106- 112 (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required the Requisite Lenders, the Majority Lenders or all Lenders and while Designated Bid Lenders. In addition, until any Lender is Lender's or Designated Bid Lender's failure to reimburse Administrative Agent for any Liabilities and Costs as herein provided has been cured (which, in the case of any failure to pay by a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall Designated Bid Lender, may be calculated exclusive of the Percentage of the Defaulting Lender. The cured by its Designating Bank), Administrative Agent shall be entitled to (i1) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Agreement, and (ii2) (A) if such Defaulting Lender is a Lender, bring an action or suit against such Defaulting Lender, or (B) if such Defaulting Lender is a Designated Bid Lender, bring an action or suit against such Defaulting Lender's Designating Lender (or, subject to the provisions of Section 11.12.3(e), such Defaulting Lender) in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender (and, in the case of a Defaulting Lender that is a Designated Bid Lender, its Designating Bank) shall indemnify, defend and hold Administrative Agent and each of the other Lenders harmless -107- 113 from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (b) If a Lender (a “"Defaulting Lender”") defaults in making any Advance advance or paying any other sum payable by it hereunder, such sum together with interest thereon at the Default Interest 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 the 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 the Defaulting Lender has repaid the Lender Default Obligation in full, full (i) 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 Interest 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, and (ii) the Defaulting Lender's right to consent to or approve of matters which are subject to the consent or approval of Requisite Lenders or all Lenders shall be suspended, and for purposes of consent and approval the definition of "Requisite Lenders" and "all Lenders" shall be modified as if the Defaulting Lender were not a Lender. Any interest collected from Borrowers 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 's obligation to pay interest on the amount advanced at the Default Interest Rate. If no other Lender makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding notwithstanding (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers as to their desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required Lenders Requisite Lenders, or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting LenderLenders. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Agent and Lenders for the Defaulting Lender’s 's breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ ' fees and expenses), plus interest thereon at the Default Interest Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons entities may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five (5) Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN 1001 or W-8 ECI4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN 1001 or W-8 ECI 4224 further undertakes to deliver to the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

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. (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 funded its Pro Rata Share of any Advance which was previously a Non-Pro Rata Advance, or all 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 other Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such application or by cure by Non-Pro Rata Advance, all of the Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal, interest and fees in respect of all Non-Pro Rata Advances in which the Defaulting LenderLender has not funded its Pro Rata Share (such principal, interest and fees being referred to as "Senior Loans"), whereupon such Lender shall no longer . All amounts paid by Borrower and otherwise due to be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender shall be paid applied 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 makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers Obligations owing to the Defaulting Lender equal pursuant to the Lender Default Obligation terms hereof shall be subordinated distributed by Administrative Agent to the indebtedness of Borrowers to all other Lenders in accordance with their respective Pro Rata Shares (recalculated for purposes hereof to exclude the Defaulting Lender's Pro Rata Share of the Commitment), until all Senior Loans have been paid in full. This provision governs only the relationship among Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall be paid only after limit the indebtedness obligation of Borrowers Borrower to repay all other Lenders is paidAdvances in accordance with the terms of this Agreement, nor create an Event of Default if payments are not made to a Defaulting Lender. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding notwithstanding (i) any other provision of this Agreement to the contrary or contrary, (ii) any instruction of Borrowers Borrower as to their its desired application of payments. No payments or (iii) the suspension of such Defaulting Lender shall have the Lender's right to vote on matters which are subject to the consent or approval of Required the Requisite Lenders or all Lenders and while any Lender is a the Lenders. No Facility Fee shall accrue in favor of, or be payable to, such Defaulting Lender from the requisite percentage date of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The any failure to fund Advances or reimburse Administrative Agent for any Liabilities and Costs as herein provided until such failure has been cured, and Administrative Agent shall be entitled to (iA) withhold or set offsetoff, and to apply to the payment of the Lender Default Obligation defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Agreement, and (iiB) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damagesdefaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Administrative Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs Liabilities and expenses (including attorneys’ fees and expenses)Costs, plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s 's failure or refusal to abide by its obligations under this Agreement. (c) At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.