Common use of Settlement and Settlement Loans Clause in Contracts

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “Settlement Date”), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC Outstandings. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business Days. (ii) Between Settlement Dates, Administrative Agent may request Fleet to advance, and Fleet may, but shall in no event be obligated to, advance to Borrowers out of Fleet’s own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet being referred to as a “Settlement Loan”). Each Settlement Loan shall constitute a Revolver Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet solely for its own account. The obligation of Borrowers to repay such Settlement Loans to Fleet shall be evidenced by records of Fleet. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Availability on the funding date. Fleet shall not be required to determine whether the applicable conditions precedent set forth in Section 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(ii), Borrowers shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon on each Settlement Date and each Lender (other than Fleet) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 p.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional and without regard to whether any of the conditions precedent set forth in Section 10 hereof are satisfied, any Out-of-Formula Condition exists or the Commitment Termination Date has occurred. If, as the result of the commencement by or against Borrowers of any Insolvency Proceeding or otherwise, any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than Fleet) shall be deemed to have purchased a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s Pro Rata share of such Settlement Loan and shall transfer to Fleet, in immediately available funds not later than the 2nd Business Day after Fleet’s request therefor, the amount of such Lender’s participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 hereof. If any amounts received by Fleet in respect of any Settlement Loans are later required to be returned or repaid by Fleet to Borrowers or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet with notice to Administrative Agent, pay to Administrative Agent for the account of Fleet, an amount equal to each other Lender’s Pro Rata share of all such amounts required to be returned or repaid by Fleet.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “"Settlement Date”"), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 11 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Revolving Loans and participations in LC Outstandingsthen outstanding. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business Days. (ii) Between Settlement Dates, Administrative Agent may request Fleet Wachovia to advance, and Fleet Wachovia may, but shall in no event be obligated to, advance to Borrowers Borrower out of Fleet’s Wachovia's own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Prime Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet Wachovia being referred to as a “"Settlement Loan”"). Each Settlement Loan shall constitute a Revolver Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet Wachovia solely for its own account. The obligation of Borrowers Borrower to repay such Settlement Loans to Fleet Wachovia shall be evidenced by the records of FleetWachovia and need not be evidenced by any promissory note. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet Wachovia to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 11 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Availability on the funding datedate or would cause the then outstanding principal balance of all Settlement Loans to exceed $2,000,000. Fleet Wachovia shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 10 11 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(ii), Borrowers Borrower shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to shall be applied to the repayment of such Settlement Loans and interest accrued thereonLoans. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon 11:00 a.m. on each Settlement Date the funding dates for such Revolver Loans and each Lender (other than Fleet) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 p.m. 11:00 a.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional and without regard to whether any of the conditions precedent set forth in Section 10 hereof are satisfied, any Out-of-Formula Condition exists or the Commitment Termination Date has occurred. If, as the result of the commencement by or against Borrowers of any Insolvency Proceeding or otherwise, any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than Fleet) shall be deemed to have purchased a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s Pro Rata share of such Settlement Loan and shall transfer to Fleet, in immediately available funds not later than the 2nd Business Day after Fleet’s request therefor, the amount of such Lender’s participationdate. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 2.1.3 hereof. If any amounts received by Fleet Wachovia in respect of any Settlement Loans are later required to be returned or repaid by Fleet Wachovia to Borrowers Borrower or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders Lender shall, upon demand by Fleet Wachovia with notice to Administrative Agent, pay to Administrative Agent for the account of FleetWachovia, an amount equal to each other Lender’s 's Pro Rata share of all such amounts required to be returned or repaid by FleetWachovia.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, DIP Lenders agree (which agreement shall be solely between DIP Lenders and Administrative DIP Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative DIP Agent (each a “Settlement Date”), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each DIP Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative DIP Agent to DIP Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each DIP Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC OutstandingsLetter of Credit Outstandings then outstanding. Administrative DIP Agent shall request settlement with the DIP Lenders on a basis not less frequently than once every 5 five (5) Business Days. (ii) Between Settlement Dates, Administrative DIP Agent may request Fleet BofA to advance, and Fleet BofA may, but shall in no event be obligated to, advance to U.S. Borrowers out of FleetBofA’s own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet BofA being referred to as a “Settlement Loan”). Each Settlement Loan shall constitute a Revolver Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet BofA solely for its own account. The obligation of Borrowers to repay such Settlement Loans to Fleet BofA shall be evidenced by the records of FleetBofA and need not be evidenced by any promissory note. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative DIP Agent shall not request Fleet BofA to make any Settlement Loan if (Aa) Administrative DIP Agent shall have received written notice from any DIP Lender that one or more of the applicable conditions precedent set forth in Section 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (Bb) the requested Borrowing would exceed the amount of Availability on the funding datedate or would cause the then outstanding principal balance of all Settlement Loans to exceed 12.5% of the aggregate Commitments. Fleet BofA shall not be required to determine whether the applicable conditions precedent set forth in Section 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative DIP Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section Sections 3.1.1(ii) and 3.1.1(iv), U.S. Borrowers shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative DIP Agent cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative DIP Agent shall notify the DIP Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon on each Settlement Date Date, and each DIP Lender (other than FleetBofA) shall deposit with Administrative DIP Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 2:00 p.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional , and without regard to whether any of the conditions precedent set forth in Section 10 hereof are satisfied, any Out-of-Formula Condition exists satisfied or the Commitment Termination Date has occurred. If, as the result of the commencement by or against Borrowers of any Insolvency Proceeding or otherwise, any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than Fleet) shall be deemed to have purchased a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s Pro Rata share of such Settlement Loan and shall transfer to Fleet, in immediately available funds not later than the 2nd Business Day after Fleet’s request therefor, the amount of such Lender’s participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 1.1.3 hereof. If any amounts received by Fleet BofA in respect of any Settlement Loans are later required to be returned or repaid by Fleet BofA to any or all Borrowers or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other DIP Lenders shall, upon demand by Fleet BofA with notice to Administrative DIP Agent, pay to Administrative DIP Agent for the account of FleetBofA, an amount equal to each other DIP Lender’s Pro Rata share of all such amounts required to be returned or repaid by Fleet.BofA.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “"Settlement Date”"), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 of this Agreement have been met; provided, that such settlements shall occur no less frequently than once in each calendar week. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC Outstandings. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business DaysObligations then outstanding. (ii) Between Settlement Dates, Administrative Agent may request Fleet to advance, and Fleet may, but shall in no event be obligated to, advance to Borrowers Borrower out of Fleet’s 's own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet being referred to as a “"Settlement Loan”"). Each Settlement Loan shall constitute a Revolver Loan hereunder hereunder, shall accrue interest as a Base Rate Loan, and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet solely for its own account. The obligation of Borrowers Borrower to repay such Settlement Loans to Fleet shall be evidenced by the Settlement Note, and if no Settlement Note exists, the records of Fleet. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Availability on the funding datedate or would cause the then outstanding principal balance of all Settlement Loans to exceed $10,000,000. Fleet shall not be required to determine whether the applicable conditions precedent set forth in Section 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan; provided, that if any Lender determines that an Event of Default exists and as a result thereof, it does not intend to fund its Pro Rata share of any Settlement Loan, then such Lender shall give written notice to Fleet and Agent at least 1 Business Day prior to the funding of such Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(ii), Borrowers Borrower shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon 11:00 a.m. on each Settlement Date and each Lender (other than Fleet) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 2:00 p.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional , and without regard to whether any of the conditions precedent set forth in Section 10 hereof are satisfied, any Out-of-Formula Condition exists satisfied or the Commitment Termination Date has occurred. If, If as the result of the commencement by or against Borrowers Borrower of any Insolvency Proceeding or otherwise, otherwise any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than Fleet) shall be deemed to have purchased as a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s 's Pro Rata share of such Settlement Loan and shall transfer to Fleet, in immediately available funds funds, not later than the 2nd second Business Day after Fleet’s 's request therefor, the amount of such Lender’s 's participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 1.1.3 hereof. If any amounts received by Fleet in respect of any Settlement Loans are later required to be returned or repaid by Fleet to Borrowers Borrower or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet with notice to Administrative Agent, pay to Administrative Agent for the account of Fleet, an amount equal to each other Lender’s 's Pro Rata share of all such amounts required to be returned or repaid by Fleet.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “"Settlement Date”"), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section SECTION 10 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC OutstandingsOutstandings then outstanding. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business Days. (ii) Between Settlement Dates, Administrative Agent may request Fleet to advance, and Fleet may, but shall in no event be obligated to, advance to Borrowers Borrower out of Fleet’s 's own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet being referred to as a “"Settlement Loan”"). Each Settlement Loan shall constitute a Revolver Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet solely for its own account. The obligation of Borrowers Borrower to repay such Settlement Loans to Fleet shall be evidenced by the records of FleetFleet and need not be evidenced by any promissory note. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section SECTION 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Availability on the funding datedate or would cause the then outstanding principal balance of all Settlement Loans to exceed $5,000,000. Fleet shall not be required to determine whether the applicable conditions precedent set forth in Section SECTION 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(iiin SECTION 3.1.1 (ii), Borrowers Borrower shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon 11:00 a.m. on each Settlement Date and each Lender (other than Fleet) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 2:00 p.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional , and without regard to whether any of the conditions precedent set forth in Section SECTION 10 hereof are satisfied, any Out-of-Formula Condition exists satisfied or the Commitment Termination Date has occurred. If, If as the result of the commencement by or against Borrowers Borrower of any Insolvency Proceeding or otherwise, otherwise any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than Fleet) shall be deemed to have purchased a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s 's Pro Rata share of such Settlement Loan and shall transfer to Fleet, in immediately available funds not later than the 2nd Business Day after Fleet’s 's request therefor, the amount of such Lender’s 's participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 SECTION 1.1.3 hereof. If any amounts received by Fleet in respect of any Settlement Loans are later required to be returned or repaid by Fleet to Borrowers Borrower or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet with notice to Administrative Agent, pay to Administrative Agent for the account of Fleet, an amount equal to each other Lender’s 's Pro Rata share of all such amounts required to be returned or repaid by Fleet.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Revolving Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any BorrowerBorrowers) that settlement among them with respect to the Revolver Revolving Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent Agents (each a “"Settlement Date”"), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 SECTION 4 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Collateral Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Revolving Loans and participations in LC Outstandings. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business DaysLetter of Credit Accommodations then outstanding. (ii) Between Settlement Dates, Administrative Collateral Agent may request Fleet BankBoston to advance, and Fleet BankBoston may, but shall in no event be obligated to, advance to Borrowers out of Fleet’s BankBoston's own funds the entire principal amount of any Borrowing of Revolver Revolving Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Revolving Loan funded exclusively by Fleet BankBoston being referred to as a “"Settlement Loan”"). Each Settlement Loan shall constitute a Revolver Revolving Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Revolving Loans, except that all payments thereon shall be payable to Fleet BankBoston solely for its own account. The obligation of Borrowers to repay such Settlement Loans to Fleet BankBoston shall be evidenced by records of Fleetthe Settlement Note. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Collateral Agent shall not request Fleet BankBoston to make any Settlement Loan if (A) Administrative Collateral Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 SECTION 4 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Excess Availability on the funding datedate would be less than $5,000,000 after giving effect to such funding or would cause the then outstanding principal balance of all Settlement Loans to exceed $7,500,000. Fleet BankBoston shall not be required to determine whether the applicable conditions precedent set forth in Section 10 SECTION 4 hereof have been satisfied or the requested Borrowing would exceed the amount of Excess Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Collateral Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(iiSECTION 3.1.1(II), Borrowers shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Revolving Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Collateral Agent to cause the proceeds of such Revolver Revolving Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Collateral Agent shall notify the Lenders of the outstanding balance of Revolver Revolving Loans prior to 12:00 noon 11:00 a.m. on each Settlement Date and each Lender (other than FleetBankBoston) shall deposit with Administrative Collateral Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Revolving Loans deemed requested in immediately available funds not later than 3:00 p.m. 12:00 noon on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional , and without regard to whether any of the conditions precedent set forth in Section 10 SECTION 4 hereof are satisfied, any Out-of-Formula Condition exists satisfied or the Commitment Termination Date has occurred. If, as the result of the commencement by or against Borrowers of any Insolvency Proceeding or otherwise, If any Settlement Loan may is not be repaid by on the funding by Lenders of Revolver Loansdue date thereof, then on the second Business Day after BankBoston's request each Lender (other than FleetBankBoston) shall be deemed to have purchased purchase a participating interest in any unpaid such Settlement Loan in an amount equal to such Lender’s its Pro Rata share of such Settlement Loan and shall transfer by transferring to FleetBankBoston, in immediately available funds not later than the 2nd Business Day after Fleet’s request thereforfunds, the amount of such Lender’s participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Revolving Loans generally may be used in accordance with Section 1.2.3 hereofthis Agreement. If any amounts received by Fleet BankBoston in respect of any Settlement Loans are later required to be returned or repaid by Fleet BankBoston to Borrowers or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet BankBoston with notice to Administrative Collateral Agent, pay to Administrative Collateral Agent for the account of FleetBankBoston, an amount equal to each other Lender’s 's Pro Rata share of all such amounts required to be returned or repaid by FleetBankBoston.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “Settlement Date”), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC OutstandingsLetter of Credit Outstandings then outstanding. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business Days. (ii) Between Settlement Dates, Administrative Agent may request Fleet Bank to advance, and Fleet Bank may, but shall in no event be obligated to, advance to Borrowers out of FleetBank’s own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet Bank being referred to as a “Settlement Loan”). Each Settlement Loan shall constitute a Revolver Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet Bank solely for its own account. The obligation of Borrowers to repay such Settlement Loans to Fleet Bank shall be evidenced by the records of FleetBank and need not be evidenced by any promissory note. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet Bank to make any Settlement Loan if (Aa) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (Bb) the requested Borrowing would exceed the amount of Availability on the funding datedate or would cause the then outstanding principal balance of all Settlement Loans to exceed 12.5% of the aggregate Commitments. Fleet Bank shall not be required to determine whether the applicable conditions precedent set forth in Section 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section Sections 3.1.1(ii) or 3.1.1(iv), Borrowers shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon on each Settlement Date and each Lender (other than FleetBank) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 2:00 p.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional , and without regard to whether any of the conditions precedent set forth in Section 10 hereof are satisfied, any Out-of-Formula Condition exists satisfied or the Commitment Termination Date has occurred. If, If as the result of the commencement by or against Borrowers any Borrower of any Insolvency Proceeding or otherwise, otherwise any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than FleetBank) shall be deemed to have purchased as a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s Pro Rata share of such Settlement Loan and shall transfer to FleetBank, in immediately available funds funds, not later than the 2nd second Business Day after FleetBank’s request therefor, the amount of such Lender’s participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 1.1.3 hereof. If any amounts received by Fleet Bank in respect of any Settlement Loans are later required to be returned or repaid by Fleet Bank to any or all Borrowers or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet Bank with notice to Administrative Agent, pay to Administrative Agent for the account of FleetBank, an amount equal to each other Lender’s Pro Rata share of all such amounts required to be returned or repaid by FleetBank.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “"Settlement Date”"), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Revolving Loans and participations in LC Outstandingsthen outstanding. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 five (5) Business Days. (ii) Between Settlement Dates, Administrative Agent may request Fleet to advance, and Fleet may, but shall in no event be obligated to, advance to Borrowers Borrower out of Fleet’s 's own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet being referred to as a “"Settlement Loan”"). Each Settlement Loan shall constitute a Revolver Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet solely for its own account. The obligation of Borrowers Borrower to repay such Settlement Loans to Fleet shall be evidenced by the records of FleetFleet and need not be evidenced by any promissory note. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet to make any Settlement Loan if (Aa) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (Bb) the requested Borrowing would exceed the amount of Availability on the funding date. Fleet shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(ii), Borrowers Borrower shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to shall be applied to the repayment of such Settlement Loans and interest accrued thereonLoans. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon noon, Charlotte, North Carolina time, on each Settlement Date the funding dates for such Revolver Loans and each Lender (other than Fleet) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 p.m. 2:00 p.m., Charlotte, North Carolina time, on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional and without regard to whether any of the conditions precedent set forth in Section 10 hereof are satisfied, any Out-of-Formula Condition exists or the Commitment Termination Date has occurred. If, as the result of the commencement by or against Borrowers of any Insolvency Proceeding or otherwise, any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than Fleet) shall be deemed to have purchased a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s Pro Rata share of such Settlement Loan and shall transfer to Fleet, in immediately available funds not later than the 2nd Business Day after Fleet’s request therefor, the amount of such Lender’s participationdate. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 1.4 hereof. If any amounts received by Fleet in respect of any Settlement Loans are later required to be returned or repaid by Fleet to Borrowers Borrower or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet with notice to Administrative Agent, pay to Administrative Agent for the account of Fleet, an amount equal to each other Lender’s 's Pro Rata share of all such amounts required to be returned or repaid by Fleet.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “Settlement Date”), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC Outstandings. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business DaysOutstandings then outstanding. (ii) Between Settlement Dates, Administrative Agent may request Fleet Bank to advance, and Fleet Bank may, but shall in no event be obligated to, advance to Borrowers out of FleetBank’s own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet Agent being referred to as a “Settlement Loan”). Each Settlement Loan shall constitute a Revolver Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet Bank solely for its own account. The obligation of Borrowers to repay such Settlement Loans to Fleet Bank shall be evidenced by the records of FleetBank and need not be evidenced by any promissory note. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet Bank to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Availability on the funding datedate or would cause the then outstanding principal balance of all Settlement Loans to exceed $10,000,000. Fleet Bank shall not be required to determine whether the applicable conditions precedent set forth in Section 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(ii), Borrowers shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon 11:00 a.m. on each Settlement Date and each Lender (other than FleetBank) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 2:00 p.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional , and without regard to whether any of the conditions precedent set forth in Section 10 hereof are satisfied, any Out-of-Formula Condition exists satisfied or the Commitment Termination Date has occurred. If, If as the result of the commencement by or against Borrowers any Borrower of any Insolvency Proceeding or otherwise, otherwise any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than FleetBank) shall be deemed to have purchased as a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s Pro Rata share of such Settlement Loan and shall transfer to FleetBank, in immediately available funds funds, not later than the 2nd second Business Day after FleetBank’s request therefor, the amount of such Lender’s participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 1.1.3 hereof. If any amounts received by Fleet Bank in respect of any Settlement Loans are later required to be returned or repaid by Fleet Bank to any or all Borrowers or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet Bank with notice to Administrative Agent, pay to Administrative Agent for the account of FleetBank, an amount equal to each other Lender’s Pro Rata share of all such amounts required to be returned or repaid by FleetBank.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “Settlement Date”), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC OutstandingsLetter of Credit Outstandings then outstanding. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business Days. (ii) Between Settlement Dates, Administrative Agent may request Fleet Bank to advance, and Fleet Bank may, but shall in no event be obligated to, advance to Borrowers out of FleetBank’s own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet Bank being referred to as a “Settlement Loan”). Each Settlement Loan shall constitute a Revolver Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet Bank solely for its own account. The obligation of Borrowers to repay such Settlement Loans to Fleet Bank shall be evidenced by the records of FleetBank and need not be evidenced by any promissory note. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet Bank to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Availability on the funding datedate or would cause the then outstanding principal balance of all Settlement Loans to exceed $20,000,000. Fleet Bank shall not be required to determine whether the applicable conditions precedent set forth in Section 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(ii), Borrowers shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon on each Settlement Date and each Lender (other than FleetBank) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 2:00 p.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional , and without regard to whether any of the conditions precedent set forth in Section 10 hereof are satisfied, any Out-of-Formula Condition exists satisfied or the Commitment Termination Date has occurred. If, If as the result of the commencement by or against Borrowers any Borrower of any Insolvency Proceeding or otherwise, otherwise any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than FleetBank) shall be deemed to have purchased as a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s Pro Rata share of such Settlement Loan and shall transfer to FleetBank, in immediately available funds funds, not later than the 2nd second Business Day after FleetBank’s request therefor, the amount of such Lender’s participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 1.1.3 hereof. If any amounts received by Fleet Bank in respect of any Settlement Loans are later required to be returned or repaid by Fleet Bank to any or all Borrowers or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet Bank with notice to Administrative Agent, pay to Administrative Agent for the account of FleetBank, an amount equal to each other Lender’s Pro Rata share of all such amounts required to be returned or repaid by FleetBank.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “Settlement Date”), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC OutstandingsOutstandings then outstanding. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business Days. (ii) Between Settlement Dates, Administrative Agent may request Fleet to advance, and Fleet may, but shall in no event be obligated to, advance to Borrowers out of Fleet’s own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet being referred to as a “Settlement Loan”). Each Settlement Loan shall constitute a Revolver Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet solely for its own account. The obligation of Borrowers to repay such Settlement Loans to Fleet shall be evidenced by the records of FleetFleet and need not be evidenced by any promissory note. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Availability on the funding datedate or would cause the then outstanding principal balance of all Settlement Loans to exceed $5,000,000. Fleet shall not be required to determine whether the applicable conditions precedent set forth in Section 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(ii), Borrowers shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon 11:00 a.m. on each Settlement Date and each Lender (other than Fleet) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 2:00 p.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional unconditional, and without regard to whether any of the conditions precedent set forth in Section 10 hereof are satisfied, any Out-of-Formula Condition exists or the Commitment Termination Date has occurred. If, If as the result of the commencement by or against Borrowers any Borrower of any Insolvency Proceeding or otherwise, otherwise any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than Fleet) shall be deemed to have purchased as a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s Pro Rata share of such Settlement Loan and shall transfer to Fleet, in immediately available funds funds, not later than the 2nd second Business Day after Fleet’s request therefor, the amount of such Lender’s participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 1.1.3 hereof. If any amounts received by Fleet in respect of any Settlement Loans are later required to be returned or repaid by Fleet to any or all Borrowers or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet with notice to Administrative Agent, pay to Administrative Agent for the account of Fleet, an amount equal to each other Lender’s Pro Rata share of all such amounts required to be returned or repaid by Fleet.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any BorrowerBorrowers) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “Settlement Date”), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 11 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC OutstandingsObligations then outstanding. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Domestic Business Days. (ii) Between Settlement Dates, Administrative Agent may request Fleet Wachovia to advance, and Fleet Wachovia may, but shall in no event be obligated to, advance to Borrowers out of FleetWachovia’s own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet Wachovia being referred to as a “Settlement Loan”). Each Settlement Loan shall constitute a Revolver Loan hereunder hereunder, shall be a Base Rate Loan and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet Wachovia solely for its own account. The joint and several obligation of Borrowers to repay such Settlement Loans to Fleet Wachovia shall be evidenced by the Settlement Note and the records of FleetWachovia. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet Wachovia to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 11 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Availability on the funding datedate or would cause the then outstanding principal balance of all Settlement Loans to exceed $5,000,000. Fleet Wachovia shall not be required to determine whether the applicable conditions precedent set forth in Section 10 11 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(ii4.1.1(ii), Borrowers shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative authorized Agent to cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Settlement Loans prior to 12:00 noon on each Settlement Date and each Lender (other than Fleet) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 1:00 p.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional , and without regard to whether any of the conditions precedent set forth in Section 10 hereof are satisfied, any Out-of-Formula Condition exists or the Commitment Termination Date has occurred. If, as the result of the commencement by or against Borrowers of any Insolvency Proceeding or otherwise, any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than Fleet) shall be deemed to have purchased a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s Pro Rata share of such Settlement Loan and shall transfer to Fleet, in immediately available funds not later than the 2nd Business Day after Fleet’s request therefor, the amount of such Lender’s participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 hereof. If any amounts received by Fleet in respect of any Settlement Loans are later required to be returned or repaid by Fleet to Borrowers or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet with notice to Administrative Agent, pay to Administrative Agent for the account of Fleet, an amount equal to each other Lender’s Pro Rata share of all such amounts required to be returned or repaid by Fleet.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “"Settlement Date”"), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC OutstandingsOutstandings then outstanding. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business Days. (ii) Between Settlement Dates, Administrative Agent may request Fleet to advance, and Fleet may, but shall in no event be obligated to, advance to Borrowers out of Fleet’s 's own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet being referred to as a “"Settlement Loan”"). Each Settlement Loan shall constitute a Revolver Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet solely for its own account. The obligation of Borrowers to repay such Settlement Loans to Fleet shall be evidenced by the records of FleetFleet and need not be evidenced by any promissory note. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Availability on the funding datedate or would cause the then outstanding principal balance of all Settlement Loans to exceed $5,000,000. Fleet shall not be required to determine whether the applicable conditions precedent set forth in Section 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(ii), Borrowers shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon 11:00 a.m. on each Settlement Date and each Lender (other than Fleet) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 2:00 p.m. on such Settlement Date. Each Lender’s 's obligation to make such deposit with Administrative Agent shall be absolute and unconditional and without regard to whether any of the conditions precedent set forth in Section 10 hereof are satisfied, any Out-of-Formula Condition exists or the Commitment Termination Date has occurred. If, as the result of the commencement by or against Borrowers of any Insolvency Proceeding or otherwise, any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than Fleet) shall be deemed to have purchased a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s 's Pro Rata share of such Settlement Loan and shall transfer to Fleet, in immediately available funds not later than the 2nd Business Day after Fleet’s 's request therefor, the amount of such Lender’s 's participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 1.1.3 hereof. If any amounts received by Fleet in respect of any Settlement Loans are later required to be returned or repaid by Fleet to Borrowers or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet with notice to Administrative Agent, pay to Administrative Agent for the account of Fleet, an amount equal to each other Lender’s 's Pro Rata share of all such amounts required to be returned or repaid by Fleet.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “"Settlement Date”"), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC OutstandingsOutstandings then outstanding. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business Days. (ii) Between Settlement Dates, Administrative Agent may request Fleet to advance, and Fleet may, but shall in no event be obligated to, advance to Borrowers Borrower out of Fleet’s 's own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet being referred to as a “"Settlement Loan”"). Each Settlement Loan shall constitute a Revolver Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet solely for its own account. The obligation of Borrowers Borrower to repay such Settlement Loans to Fleet shall be evidenced by the records of FleetFleet and need not be evidenced by any promissory note. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) Agent has knowledge that the requested Borrowing would exceed the amount of Availability on the funding date. Fleet shall not be required to determine whether the applicable conditions precedent set forth in Section 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(ii), Borrowers Borrower shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to shall be applied to the repayment of such Settlement Loans and interest accrued thereonLoans. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon 1:00 p.m. on each Settlement Date and each Lender (other than Fleet) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 4:00 p.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional , and without regard to whether any Default or Event of Default exists, any of the conditions precedent set forth in Section 10 hereof are satisfied, any Out-of-Formula Condition exists not satisfied or the Commitment Termination Date has occurred. If, as the result of the commencement by or against Borrowers of any Insolvency Proceeding or otherwise, If any Settlement Loan may is not be repaid by on the funding by Lenders of Revolver Loansdue date thereof, then on the second Business Day after Fleet's request each Lender (other than Fleet) shall be deemed to have purchased purchase a participating interest in any unpaid such Settlement Loan in an amount equal to such Lender’s its Pro Rata share of such Settlement Loan and shall transfer by transferring to Fleet, in immediately available funds not later than the 2nd Business Day after Fleet’s request thereforfunds, the amount of such Lender’s participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 1.1.4 hereof. If any amounts received by Fleet in respect of any Settlement Loans are later required to be returned or repaid by Fleet to Borrowers Borrower or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet with notice to Administrative Agent, pay to Administrative Agent for the account of Fleet, an amount equal to each other Lender’s 's Pro Rata share of all such amounts required to be returned or repaid by Fleet.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “"Settlement Date”"), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC Outstandings. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business DaysObligations then outstanding. (ii) Between Settlement Dates, Administrative Agent may request Fleet BofA to advance, and Fleet BofA may, but shall in no event be obligated to, advance to Borrowers Borrower out of Fleet’s BofA's own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet BofA being referred to as a “"Settlement Loan”"). Each Settlement Loan shall constitute a Revolver Loan hereunder hereunder, shall accrue interest as a Base Rate Loan, and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet BofA solely for its own account. The obligation of Borrowers Borrower to repay such Settlement Loans to Fleet BofA shall be evidenced by the records of Fleet. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative BofA. Agent shall not request Fleet BofA to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Availability on the funding date. Fleet BofA shall not be required to determine whether the applicable conditions precedent set forth in Section 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan; provided, that if any Lender determines that an Event of Default exists and as a result thereof, it does not intend to fund its Pro Rata share of any Settlement Loan, then such Lender shall give written notice to BofA and Agent at least 1 Business Day prior to the funding of such Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(ii), Borrowers Borrower shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon 11:00 a.m. on each Settlement Date and each Lender (other than FleetBofA) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 2:00 p.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional , and without regard to whether any of the conditions precedent set forth in Section 10 hereof are satisfied, any Out-of-Formula Condition exists satisfied or the Commitment Termination Date has occurred. If, If as the result of the commencement by or against Borrowers Borrower of any Insolvency Proceeding or otherwise, otherwise any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than FleetBofA) shall be deemed to have purchased as a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s 's Pro Rata share of such Settlement Loan and shall transfer to FleetBofA, in immediately available funds funds, not later than the 2nd second Business Day after Fleet’s BofA's request therefor, the amount of such Lender’s 's participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 1.1.3 hereof. If any amounts received by Fleet BofA in respect of any Settlement Loans are later required to be returned or repaid by Fleet BofA to Borrowers Borrower or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet BofA with notice to Administrative Agent, pay to Administrative Agent for the account of FleetBofA, an amount equal to each other Lender’s 's Pro Rata share of all such amounts required to be returned or repaid by Fleet.BofA.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any BorrowerBorrowers) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “"Settlement Date”"), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC Outstandings. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business Days. (ii) Between Settlement Dates, Administrative Agent may request Fleet to advance, and Fleet may, but shall in no event be obligated to, advance to Borrowers out of Fleet’s 's own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet being referred to as a “"Settlement Loan”"). Each Settlement Loan shall constitute a Revolver Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet solely for its own account. The obligation of Borrowers to repay such Settlement Loans to Fleet shall be evidenced by the records of FleetFleet and need not be evidenced by any settlement note. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Availability on the funding datedate or would cause the then outstanding principal balance of all Settlement Loans to exceed $5,000,000. Fleet shall not be required to determine whether the applicable conditions precedent set forth in Section 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(ii), Borrowers shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon 11:00 a.m. on each Settlement Date and each Lender (other than Fleet) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 2:00 p.m. on such Settlement Date. Each Lender’s 's obligation to make such deposit with Administrative Agent shall be absolute and unconditional and without regard to whether any of the conditions precedent set forth in Section 10 hereof are satisfied, any Out-of-Formula Condition exists or the Commitment Termination Date has occurred. If, as the result of the commencement by or against Borrowers of any Insolvency Proceeding or otherwise, any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than Fleet) shall be deemed to have purchased a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s 's Pro Rata share of such Settlement Loan and shall transfer to Fleet, in immediately available funds not later than the 2nd Business Day after Fleet’s 's request therefor, the amount of such Lender’s 's participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 1.1.3 hereof. If any amounts received by Fleet in respect of any Settlement Loans are later required to be returned or repaid by Fleet to Borrowers or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet with notice to Administrative Agent, pay to Administrative Agent for the account of Fleet, an amount equal to each other Lender’s 's Pro Rata share of all such amounts required to be returned or repaid by Fleet.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Revolving Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any BorrowerBorrowers) that settlement among them with respect to the Revolver Revolving Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent Agents (each a “"Settlement Date”"), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 SECTION 4 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Collateral Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Revolving Loans and participations in LC Outstandings. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business DaysLetter of Credit Accommodations then outstanding. (ii) Between Settlement Dates, Administrative Collateral Agent may request Fleet Capital to advance, and Fleet Capital may, but shall in no event be obligated to, advance to Borrowers out of Fleet’s Fleet Capital's own funds the entire principal amount of any Borrowing of Revolver Revolving Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Revolving Loan funded exclusively by Fleet Capital being referred to as a “"Settlement Loan”"). Each Settlement Loan shall constitute a Revolver Revolving Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Revolving Loans, except that all payments thereon shall be payable to Fleet Capital solely for its own account. The obligation of Borrowers to repay such Settlement Loans to Fleet Capital shall be evidenced by records of Fleetthe Settlement Note. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Collateral Agent shall not request Fleet Capital to make any Settlement Loan if (A) Administrative Collateral Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 SECTION 4 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Excess Availability on the funding datedate would be less than $5,000,000 after giving effect to such funding or would cause the then outstanding principal balance of all Settlement Loans to exceed $7,500,000. Fleet Capital shall not be required to determine whether the applicable conditions precedent set forth in Section 10 SECTION 4 hereof have been satisfied or the requested Borrowing would exceed the amount of Excess Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Collateral Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(iiSECTION 3.1.1(II), Borrowers shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Revolving Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Collateral Agent to cause the proceeds of such Revolver Revolving Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Collateral Agent shall notify the Lenders of the outstanding balance of Revolver Revolving Loans prior to 12:00 noon 11:00 a.m. on each Settlement Date and each Lender (other than FleetFleet Capital) shall deposit with Administrative Collateral Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Revolving Loans deemed requested in immediately available funds not later than 3:00 p.m. 12:00 noon on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional , and without regard to whether any of the conditions precedent set forth in Section 10 SECTION 4 hereof are satisfied, any Out-of-Formula Condition exists satisfied or the Commitment Termination Date has occurred. If, as the result of the commencement by or against Borrowers of any Insolvency Proceeding or otherwise, If any Settlement Loan may is not be repaid by on the funding by Lenders of Revolver Loansdue date thereof, then on the second Business Day after Fleet Capital's request each Lender (other than FleetFleet Capital) shall be deemed to have purchased purchase a participating interest in any unpaid such Settlement Loan in an amount equal to such Lender’s its Pro Rata share of such Settlement Loan and shall transfer by transferring to FleetFleet Capital, in immediately available funds not later than the 2nd Business Day after Fleet’s request thereforfunds, the amount of such Lender’s participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Revolving Loans generally may be used in accordance with Section 1.2.3 hereofthis Agreement. If any amounts received by Fleet Capital in respect of any Settlement Loans are later required to be returned or repaid by Fleet Capital to Borrowers or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet Capital with notice to Administrative Collateral Agent, pay to Administrative Collateral Agent for the account of FleetFleet Capital, an amount equal to each other Lender’s 's Pro Rata share of all such amounts required to be returned or repaid by FleetFleet Capital.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any BorrowerBorrowers) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “"Settlement Date”"), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 11 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC OutstandingsObligations then outstanding. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Domestic Business Days. (ii) Between Settlement Dates, Administrative Agent may request Fleet Wachovia to advance, and Fleet Wachovia may, but shall in no event be obligated to, advance to Borrowers out of Fleet’s Wachovia's own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet Wachovia being referred to as a “"Settlement Loan”"). Each Settlement Loan shall constitute a Revolver Loan hereunder hereunder, shall be a Base Rate Loan and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet Wachovia solely for its own account. The joint and several obligation of Borrowers to repay such Settlement Loans to Fleet Wachovia shall be evidenced by the Settlement Note and the records of FleetWachovia. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet Wachovia to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 11 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Availability on the funding datedate or would cause the then outstanding principal balance of all Settlement Loans to exceed $5,000,000. Fleet Wachovia shall not be required to determine whether the applicable conditions precedent set forth in Section 10 11 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(ii4.1.1(ii), Borrowers shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative authorized Agent to cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Settlement Loans prior to 12:00 noon on each Settlement Date and each Lender (other than Fleet) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 1:00 p.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional , and without regard to whether any of the conditions precedent set forth in Section 10 hereof 11 are satisfied, any Out-of-Formula Condition exists satisfied or the Commitment Termination Date has occurred. If, as the result of the commencement by or against Borrowers of any Insolvency Proceeding or otherwise, If any Settlement Loan may is not be repaid by on the funding by Lenders of Revolver Loansdue date thereof, then on the second Domestic Business Day after Wachovia's request each Lender (other than FleetWachovia) shall be deemed to have purchased purchase a participating interest in any unpaid such Settlement Loan in an amount equal to such Lender’s its Pro Rata share of such Settlement Loan and shall transfer by transferring to FleetWachovia, in immediately available funds not later than the 2nd Business Day after Fleet’s request thereforfunds, the amount of such Lender’s participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 2.1.3 hereof. If any amounts received by Fleet Wachovia in respect of any Settlement Loans are later required to be returned or repaid by Fleet Wachovia to Borrowers or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet Wachovia with notice to Administrative Agent, pay to Administrative Agent for the account of FleetWachovia, an amount equal to each other Lender’s 's Pro Rata share of all such amounts required to be returned or repaid by FleetWachovia.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “"Settlement Date”"), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC Outstandings. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business DaysOutstandings then outstanding. (ii) Between Settlement Dates, Administrative Agent may request Fleet Bank to advance, and Fleet Bank may, but shall in no event be obligated to, advance to Borrowers out of Fleet’s Bank's own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet Agent being referred to as a “"Settlement Loan”"). Each Settlement Loan shall constitute a Revolver Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet Bank solely for its own account. The obligation of Borrowers to repay such Settlement Loans to Fleet Bank shall be evidenced by the records of FleetBank and need not be evidenced by any promissory note. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet Bank to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Availability on the funding datedate or would cause the then outstanding principal balance of all Settlement Loans to exceed $10,000,000. Fleet Bank shall not be required to determine whether the applicable conditions precedent set forth in Section 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(ii), Borrowers shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon 11:00 a.m. on each Settlement Date and each Lender (other than FleetBank) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 2:00 p.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional , and without regard to whether any of the conditions precedent set forth in Section 10 hereof are satisfied, any Out-of-Formula Condition exists satisfied or the Commitment Termination Date has occurred. If, If as the result of the commencement by or against Borrowers any Borrower of any Insolvency Proceeding or otherwise, otherwise any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than FleetBank) shall be deemed to have purchased as a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s 's Pro Rata share of such Settlement Loan and shall transfer to FleetBank, in immediately available funds funds, not later than the 2nd second Business Day after Fleet’s Bank's request therefor, the amount of such Lender’s 's participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 1.1.3 hereof. If any amounts received by Fleet Bank in respect of any Settlement Loans are later required to be returned or repaid by Fleet Bank to any or all Borrowers or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet Bank with notice to Administrative Agent, pay to Administrative Agent for the account of FleetBank, an amount equal to each other Lender’s 's Pro Rata share of all such amounts required to be returned or repaid by FleetBank.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “Settlement Date”), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC OutstandingsLetter of Credit Outstandings then outstanding. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business Days. (ii) Between Settlement Dates, Administrative Agent may request Fleet Bank to advance, and Fleet Bank may, but shall in no event be obligated to, advance to Borrowers out of FleetBank’s own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet Bank being referred to as a “Settlement Loan”). Each Settlement Loan shall constitute a Revolver Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet Bank solely for its own account. The obligation of Borrowers to repay such Settlement Loans to Fleet Bank shall be evidenced by the records of FleetBank and need not be evidenced by any promissory note. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet Bank to make any Settlement Loan if (Aa) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (Bb) the requested Borrowing would exceed the amount of Availability on the funding datedate or would cause the then outstanding principal balance of all Settlement Loans to exceed 12.5% of the aggregate Commitments. Fleet Bank shall not be required to determine whether the applicable conditions precedent set forth in Section 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(ii), Borrowers shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon on each Settlement Date and each Lender (other than FleetBank) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 2:00 p.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional , and without regard to whether any of the conditions precedent set forth in Section 10 hereof are satisfied, any Out-of-Formula Condition exists satisfied or the Commitment Termination Date has occurred. If, If as the result of the commencement by or against Borrowers any Borrower of any Insolvency Proceeding or otherwise, otherwise any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than FleetBank) shall be deemed to have purchased as a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s Pro Rata share of such Settlement Loan and shall transfer to FleetBank, in immediately available funds funds, not later than the 2nd second Business Day after FleetBank’s request therefor, the amount of such Lender’s participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 1.1.3 hereof. If any amounts received by Fleet Bank in respect of any Settlement Loans are later required to be returned or repaid by Fleet Bank to any or all Borrowers or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet Bank with notice to Administrative Agent, pay to Administrative Agent for the account of FleetBank, an amount equal to each other Lender’s Pro Rata share of all such amounts required to be returned or repaid by FleetBank.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Revolving Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Revolving Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “"Settlement Date”"), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 SECTION 2 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Revolving Loans and participations in LC OutstandingsOutstandings then outstanding. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business Days. (ii) Between Settlement Dates, Administrative Agent may request Fleet CIT to advance, and Fleet CIT may, but shall in no event be obligated to, advance to Borrowers Borrower out of Fleet’s CIT's own funds the entire principal amount of any Borrowing of Revolver Revolving Loans that are Base Chase Bank Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Revolving Loan funded exclusively by Fleet CIT being referred to as a “"Settlement Loan”"). Each Settlement Loan shall constitute a Revolver Revolving Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Revolving Loans, except that all payments thereon shall be payable to Fleet CIT solely for its own account. The obligation of Borrowers Borrower to repay such Settlement Loans to Fleet CIT shall be evidenced by the records of FleetCIT and need not be evidenced by any promissory note. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet CIT to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 SECTION 2 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Availability on the funding datedate or would cause the then outstanding principal balance of all Settlement Loans to exceed $2,000,000. Fleet Agent shall not be required to determine whether the applicable conditions precedent set forth in Section 10 SECTION 2 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(iiSECTION 5.1.1(II), Borrowers Borrower shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Revolving Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Revolving Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Revolving Loans prior to 12:00 noon 11:00 a.m. on each Settlement Date and each Lender (other than FleetCIT) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Revolving Loans deemed requested in immediately available funds not later than 3:00 2:00 p.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional , and without regard to whether any of the conditions precedent set forth in Section 10 SECTION 2 hereof are satisfied, any Out-of-Formula Condition exists satisfied or the Commitment Termination Date has occurred. If, If as the result of the commencement by or against Borrowers Borrower of any Insolvency Proceeding or otherwise, otherwise any Settlement Loan may not be repaid by the funding by Lenders of Revolver Revolving Loans, then each Lender (other than FleetCIT) shall be deemed to have purchased a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s 's Pro Rata share of such Settlement Loan and shall transfer to FleetAgent, in immediately available funds not later than the 2nd Business Day after Fleet’s Agent's request therefor, the amount of such Lender’s 's participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Revolving Loans generally may be used in accordance with Section 1.2.3 SECTION 3.1.3 hereof. If any amounts received by Fleet CIT in respect of any Settlement Loans are later required to be returned or repaid by Fleet CIT to Borrowers Borrower or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet CIT with notice to Administrative Agent, pay to Administrative Agent for the account of FleetCIT, an amount equal to each other Lender’s 's Pro Rata share of all such amounts required to be returned or repaid by FleetCIT.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “"Settlement Date”"), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section SECTION 10 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC OutstandingsOutstandings then outstanding. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 five (5) Business Days. (ii) Between Settlement Dates, Administrative Agent may request Fleet to advance, and Fleet may, but shall in no event be obligated to, advance to Borrowers Borrower out of Fleet’s 's own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet being referred to as a “"Settlement Loan”"). Each Settlement Loan shall constitute a Revolver Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet solely for its own account. The obligation of Borrowers Borrower to repay such Settlement Loans to Fleet shall be evidenced by records of Fleetthe Settlement Note. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section SECTION 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Availability on the funding datedate or would cause the then outstanding principal balance of all Settlement Loans to exceed $1,500,000. Fleet shall not be required to determine whether the applicable conditions precedent set forth in Section SECTION 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(ii), Borrowers shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon on each Settlement Date and each Lender (other than Fleet) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 p.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional and without regard to whether any of the conditions precedent set forth in Section 10 hereof are satisfied, any Out-of-Formula Condition exists or the Commitment Termination Date has occurred. If, as the result of the commencement by or against Borrowers of any Insolvency Proceeding or otherwise, any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than Fleet) shall be deemed to have purchased a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s Pro Rata share of such Settlement Loan and shall transfer to Fleet, in immediately available funds not later than the 2nd Business Day after Fleet’s request therefor, the amount of such Lender’s participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 hereof. If any amounts received by Fleet in respect of any Settlement Loans are later required to be returned or repaid by Fleet to Borrowers or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet with notice to Administrative Agent, pay to Administrative Agent for the account of Fleet, an amount equal to each other Lender’s Pro Rata share of all such amounts required to be returned or repaid by Fleet.,

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “"Settlement Date”"), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC OutstandingsObligations then outstanding. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business Days. (ii) Between Settlement Dates, Administrative Agent may request Fleet to advance, and Fleet may, but shall in no event be obligated to, advance to Borrowers out of Fleet’s 's own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet being referred to as a “"Settlement Loan”"). Each Settlement Loan shall constitute a Revolver Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet solely for its own account. The obligation of Borrowers to repay such Settlement Loans to Fleet shall be evidenced by the records of FleetFleet and need not be evidenced by any promissory note. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) Agent has knowledge that the requested Borrowing would exceed the amount of Availability on the funding date. Fleet shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(ii), Borrowers shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to shall be applied to the repayment of such Settlement Loans and interest accrued thereonLoans. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon 1:00 p.m. on each Settlement Date and each Lender (other than Fleet) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 4:00 p.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional , and without regard to whether any Default or Event of Default exists or any of the conditions precedent set forth in Section 10 hereof are not satisfied, any Out-of-Formula Condition exists or the Commitment Termination Date has occurred. If, as the result of the commencement by or against Borrowers of any Insolvency Proceeding or otherwise, If any Settlement Loan may is not be repaid by on the funding by Lenders of Revolver Loansdue date thereof, then on the second Business Day after Fleet's request each Lender (other than Fleet) shall be deemed to have purchased purchase a participating interest in any unpaid such Settlement Loan in an amount equal to such Lender’s its Pro Rata share of such Settlement Loan and shall transfer by transferring to Fleet, in immediately available funds not later than the 2nd Business Day after Fleet’s request thereforfunds, the amount of such Lender’s participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 1.1.3 hereof. If any amounts received by Fleet in respect of any Settlement Loans are later required to be returned or repaid by Fleet to any or all Borrowers or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet with notice to Administrative Agent, pay to Administrative Agent for the account of Fleet, an amount equal to each other Lender’s 's Pro Rata share of all such amounts required to be returned or repaid by Fleet.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “"Settlement Date”"), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section SECTION 10 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC OutstandingsOutstandings then outstanding. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business Days. (ii) Between Settlement Dates, Administrative Agent may request Fleet to advance, and Fleet may, but shall in no event be obligated to, advance to Borrowers out of Fleet’s 's own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet being referred to as a “"Settlement Loan”"). Each Settlement Loan shall constitute a Revolver Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet solely for its own account. The obligation of Borrowers to repay such Settlement Loans to Fleet shall be evidenced by the records of FleetFleet and need not be evidenced by any promissory note. Unless a funding is required by all Lenders are required to fund a Loan pursuant to Section 1.2.7 SECTIONS 1.1.6 or Section 12.9.4, Administrative Agent shall not request Fleet to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender or any Borrower that one or more of the applicable conditions precedent set forth in Section SECTION 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have in good faith has made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Availability on the funding datedate or would cause the then outstanding principal balance of all Settlement Loans to exceed $5,000,000. Fleet shall not be required to determine whether the applicable conditions precedent set forth in Section SECTION 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand UPON DEMAND by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section SECTION 3.1.1(ii), Borrowers shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon 11:00 a.m. on each Settlement Date and each Lender (other than Fleet) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 2:00 p.m. on such Settlement Date. Each Lender’s 's obligation to make such deposit with Administrative Agent shall be absolute and unconditional and without regard to whether any of the conditions precedent set forth in Section SECTION 10 hereof are satisfied, any Out-of-Formula Condition exists or the Commitment Termination Date has occurred. If, as the result of the commencement by or against Borrowers of any Insolvency Proceeding or otherwise, any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than Fleet) shall be deemed to have purchased a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s 's Pro Rata share of such Settlement Loan and shall transfer to Fleet, in immediately available funds not later than the 2nd Business Day after Fleet’s 's request therefor, the amount of such Lender’s 's participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 SECTION 1.1.3 hereof. If any amounts received by Fleet in respect of any Settlement Loans are later required to be returned or repaid by Fleet to Borrowers or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet with notice to Administrative Agent, pay to Administrative Agent for the account of Fleet, an amount equal to each other Lender’s 's Pro Rata share of all such amounts required to be returned or repaid by Fleet.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may shall take place on a periodic basis on dates determined from time to time by Administrative Agent at least once per week (each a “Settlement Date”), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC Outstandings. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business DaysOutstandings then outstanding. (ii) Between Settlement Dates, Administrative Agent may request Fleet Bank to advance, and Fleet Bank may, but shall in no event be obligated to, advance to Borrowers out of FleetBank’s own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet Agent being referred to as a “Settlement Loan”). Each Settlement Loan shall constitute a Revolver Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet Bank solely for its own account. The obligation of Borrowers to repay such Settlement Loans to Fleet Bank shall be evidenced by the records of FleetBank and need not be evidenced by any promissory note. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet Bank to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Availability on the funding datedate or would cause the then outstanding principal balance of all Settlement Loans to exceed $10,000,000. Fleet Bank shall not be required to determine whether the applicable conditions precedent set forth in Section 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(ii), Borrowers shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon 11:00 a.m. on each Settlement Date and each Lender (other than FleetBank) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 2:00 p.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional , and without regard to whether any of the conditions precedent set forth in Section 10 hereof are satisfied, any Out-of-Formula Condition exists satisfied or the Commitment Termination Date has occurred. If, If as the result of the commencement by or against Borrowers any Borrower of any Insolvency Proceeding or otherwise, otherwise any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than FleetBank) shall be deemed to have purchased as a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s Pro Rata share of such Settlement Loan and shall transfer to FleetBank, in immediately available funds funds, not later than the 2nd second Business Day after FleetBank’s request therefor, the amount of such Lender’s participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 1.1.3 hereof. If any amounts received by Fleet Bank in respect of any Settlement Loans are later required to be returned or repaid by Fleet Bank to any or all Borrowers or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet Bank with notice to Administrative Agent, pay to Administrative Agent for the account of FleetBank, an amount equal to each other Lender’s Pro Rata share of all such amounts required to be returned or repaid by FleetBank.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may shall take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “Settlement Date”), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC Outstandings. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business DaysOutstandings then outstanding. (ii) Between Settlement Dates, Administrative Agent may request Fleet to advance, and Fleet may, but shall in no event be obligated to, advance to Borrowers Borrower out of Fleet’s 's own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet being referred to as a “"Settlement Loan”"). Each Settlement Loan shall constitute a Revolver Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet solely for its own account. The obligation of Borrowers Borrower to repay such Settlement Loans to Fleet shall be evidenced by the Settlement Note and by the records of Fleet. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Availability on the funding datedate or would cause the then outstanding principal balance of all Settlement Loans to exceed $5,000,000. Fleet shall not be required to determine whether the applicable conditions precedent set forth in Section 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(ii), Borrowers Borrower shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent to cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon 11:00 a.m. on each Settlement Date and each Lender (other than Fleet) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 p.m. 11:00 a.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional , and without regard to whether any of the conditions precedent set forth in Section 10 hereof are satisfied, any Out-of-Formula Condition exists satisfied or the Commitment Termination Date has occurred. If, as the result of the commencement by or against Borrowers of any Insolvency Proceeding or otherwise, If any Settlement Loan may is not be repaid by on the funding by Lenders of Revolver Loansdue date thereof, then on the second Business Day after Fleet's request each Lender (other than Fleet) shall be deemed to have purchased purchase a participating interest in any unpaid such Settlement Loan in an amount equal to such Lender’s its Pro Rata share of such Settlement Loan and shall transfer by transferring to Fleet, in immediately available funds not later than the 2nd Business Day after Fleet’s request thereforfunds, the amount of such Lender’s participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 1.1.3 hereof. If any amounts received by Fleet in respect of any Settlement Loans are later required to be returned or repaid by Fleet to Borrowers Borrower or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders Lender shall, upon demand by Fleet with notice to Administrative Agent, pay to Administrative Agent for the account of Fleet, an amount equal to each other Lender’s 's Pro Rata share of all such amounts required to be returned or repaid by Fleet.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “"Settlement Date”"), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section SECTION 10 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC Outstandings. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business DaysObligations then outstanding. (ii) Between Settlement Dates, Administrative Agent may request Fleet to advance, and Fleet may, but shall in no event be obligated to, advance to Borrowers Borrower out of Fleet’s 's own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet being referred to as a “"Settlement Loan”"). Each Settlement Loan shall constitute a Revolver Loan hereunder hereunder, shall accrue interest as a Base Rate Loan, and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet solely for its own account. The obligation of Borrowers Borrower to repay such Settlement Loans to Fleet shall be evidenced by the records of Fleet. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Availability on the funding date. Fleet shall not be required to determine whether the applicable conditions precedent set forth in Section SECTION 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan; provided, that if any Lender determines that an Event of Default exists and as a result thereof, it does not intend to fund its Pro Rata share of any Settlement Loan, then such Lender shall give written notice to Fleet and Agent at least 1 Business Day prior to the funding of such Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section SECTION 3.1.1(ii), Borrowers Borrower shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon 11:00 a.m. on each Settlement Date and each Lender (other than Fleet) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 2:00 p.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional , and without regard to whether any of the conditions precedent set forth in Section SECTION 10 hereof are satisfied, any Out-of-Formula Condition exists satisfied or the Commitment Termination Date has occurred. If, If as the result of the commencement by or against Borrowers Borrower of any Insolvency Proceeding or otherwise, otherwise any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than Fleet) shall be deemed to have purchased as a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s 's Pro Rata share of such Settlement Loan and shall transfer to Fleet, in immediately available funds funds, not later than the 2nd second Business Day after Fleet’s 's request therefor, the amount of such Lender’s 's participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 SECTION 1.1.3 hereof. If any amounts received by Fleet in respect of any Settlement Loans are later required to be returned or repaid by Fleet to Borrowers Borrower or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet with notice to Administrative Agent, pay to Administrative Agent for the account of Fleet, an amount equal to each other Lender’s 's Pro Rata share of all such amounts required to be returned or repaid by Fleet.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “"Settlement Date”"), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC OutstandingsOutstandings then outstanding. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 Business Days. (ii) Between Settlement Dates, Administrative Agent may request Fleet to advance, and Fleet may, but shall in no event be obligated to, advance to Borrowers Borrower out of Fleet’s 's own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet being referred to as a “"Settlement Loan”"). Each Settlement Loan shall constitute a Revolver Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet solely for its own account. The obligation of Borrowers Borrower to repay such Settlement Loans to Fleet shall be evidenced by records of Fleetthe Settlement Note. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Availability on the funding datedate or would cause the then outstanding principal balance of all Settlement Loans to exceed $7,500,000. Fleet shall not be required to determine whether the applicable conditions precedent set forth in Section 10 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(ii), Borrowers Borrower shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon on each Settlement Date and each Lender (other than Fleet) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 2:00 p.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional , and without regard to whether any of the conditions precedent set forth in Section 10 hereof are satisfied, any Out-of-Formula Condition exists satisfied or the Commitment Termination Date has occurred. If, If as the result of the commencement by or against Borrowers Borrower of any Insolvency Proceeding or otherwise, otherwise any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than Fleet) shall be deemed to have purchased a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s 's Pro Rata share of such Settlement Loan and shall transfer to Fleet, in immediately available funds not later than the 2nd Business Day after Fleet’s 's request therefor, the amount of such Lender’s 's participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 1.1.3 hereof. If any amounts received by Fleet in respect of any Settlement Loans are later required to be returned or repaid by Fleet to Borrowers Borrower or any other Obligor or their respective representatives or successors-in-in- interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet with notice to Administrative Agent, pay to Administrative Agent for the account of Fleet, an amount equal to each other Lender’s 's Pro Rata share of all such amounts required to be returned or repaid by Fleet.

Settlement and Settlement Loans. (i) In order to facilitate the administration of the Revolver Loans under this Agreement, Lenders agree (which agreement shall be solely between Lenders and Administrative Agent Agents and shall not be for the benefit of or enforceable by any Borrower) that settlement among them with respect to the Revolver Loans may take place on a periodic basis on dates determined from time to time by Administrative Agent (each a “Settlement Date”), which may occur before or after the occurrence or during the continuance of a Default or Event of Default and whether or not all of the conditions set forth in Section 10 11 of this Agreement have been met. On each Settlement Date, payment shall be made by or to each Lender in the manner provided herein and in accordance with the Settlement Report delivered by Administrative Agent to Lenders with respect to such Settlement Date so that, as of each Settlement Date and after giving effect to the transaction to take place on such Settlement Date, each Lender shall hold its Pro Rata share of all Revolver Loans and participations in LC OutstandingsObligations. Administrative Agent shall request settlement with the Lenders on a basis not less frequently than once every 5 five (5) Business Days. (ii) Between Settlement Dates, Administrative Agent may request Fleet Bank to advance, and Fleet Bank may, but shall in no event be obligated to, advance to Borrowers out of FleetBank’s own funds the entire principal amount of any Borrowing of Revolver Loans that are Base Rate Loans requested or deemed requested pursuant to this Agreement (any such Revolver Loan funded exclusively by Fleet Bank being referred to as a “Settlement Loan”). Each Settlement Loan shall constitute a Revolver Loan hereunder and shall be subject to all of the terms, conditions and security applicable to other Revolver Loans, except that all payments thereon shall be payable to Fleet Bank solely for its own account. The obligation of Borrowers to repay such Settlement Loans to Fleet Bank shall be evidenced by the records of FleetBank and need not be evidenced by any promissory note. Unless a funding is required by all Lenders pursuant to Section 1.2.7 or Section 12.9.4, Administrative Agent shall not request Fleet Bank to make any Settlement Loan if (A) Administrative Agent shall have received written notice from any Lender that one or more of the applicable conditions precedent set forth in Section 10 11 hereof will not be satisfied on the requested funding date for the applicable Borrowing and Administrative Agent shall have made a determination (without any liability to any Person) that such condition precedent will not be satisfied on the requested funding date, or (B) the requested Borrowing would exceed the amount of Availability on the funding datedate or would cause the then outstanding principal balance of all Settlement Loans to exceed $15,000,000. Fleet Bank shall not be required to determine whether the applicable conditions precedent set forth in Section 10 11 hereof have been satisfied or the requested Borrowing would exceed the amount of Availability on the funding date applicable thereto prior to making, in its sole discretion, any Settlement Loan. On each Settlement Date, or, if earlier, upon demand by Administrative Agent for payment thereof, the then outstanding Settlement Loans shall be immediately due and payable. As provided in Section 3.1.1(ii4.1.1(ii), Borrowers shall be deemed to have requested (without the necessity of submitting any Notice of Borrowing) Revolver Loans to be made on each Settlement Date in the amount of all outstanding Settlement Loans and to have Administrative Agent cause the proceeds of such Revolver Loans to be applied to the repayment of such Settlement Loans and interest accrued thereon. Administrative Agent shall notify the Lenders of the outstanding balance of Revolver Loans prior to 12:00 noon 1:30 p.m. on each Settlement Date and each Lender (other than FleetBank) shall deposit with Administrative Agent (without setoff, counterclaim or reduction of any kind) an amount equal to its Pro Rata share of the amount of Revolver Loans deemed requested in immediately available funds not later than 3:00 p.m. on such Settlement Date. Each Lender’s obligation to make such deposit with Administrative Agent shall be absolute and unconditional and without regard to whether any of the conditions precedent set forth in Section 10 11 hereof are satisfied, any Out-of-Formula Condition exists or the Commitment Termination Date has occurred. If, as the result of the commencement by or against Borrowers of any Insolvency Proceeding or otherwise, any Settlement Loan may not be repaid by the funding by Lenders of Revolver Loans, then each Lender (other than FleetBank) shall be deemed to have purchased a participating interest in any unpaid Settlement Loan in an amount equal to such Lender’s Pro Rata share of such Settlement Loan and shall transfer to FleetBank, in immediately available funds not later than the 2nd second Business Day after FleetBank’s request therefor, the amount of such Lender’s participation. The proceeds of Settlement Loans may be used solely for purposes for which Revolver Loans generally may be used in accordance with Section 1.2.3 2.1.3 hereof. If any amounts received by Fleet Bank in respect of any Settlement Loans are later required to be returned or repaid by Fleet Bank to Borrowers or any other Obligor or their respective representatives or successors-in-interest, whether by court order, settlement or otherwise, the other Lenders shall, upon demand by Fleet Bank with notice to Administrative Agent, pay to Administrative Agent for the account of FleetBank, an amount equal to each other Lender’s Pro Rata share of all such amounts required to be returned or repaid by FleetBank.